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1、2025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm1/429F-1/A 1 klarnagroupplcf-1a.htm F-1/AAs filed with the Securities and Exchange Commission on May 21,2025.Registration No.333-285826UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashing

2、ton,D.C.20549Amendment No.1 toFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Klarna Group plc(Exact Name of Registrant as Specified in Its Charter)England and Wales6199N/A(State or Other Jurisdiction of Incorporation or Organization)(Primary Standard IndustrialClassification Code Numbe

3、r)(I.R.S.Employer Identification Number)10 York RoadLondon SE1 7NDUnited KingdomTel.:+44 8081 893 333(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Klarna Inc.800 N.High St.,Ste.400Columbus,Ohio 43215Tel.:+1(844)552 7621(Name,Address,I

4、ncluding Zip Code,and Telephone Number,Including Area Code,of Agent for Service)Copies to:Byron B.RooneyReuven B.YoungDaniel P.GibbonsDavis Polk&Wardwell LLP450 Lexington AvenueNew York,New York 10017Tel.:+1(212)450 4000Marc D.JaffeAlison A.HaggertyJennifer M.Gascoyne Latham&Watkins LLP1271 Avenue o

5、f the AmericasNew York,New York 10020Tel.:+1(212)906 1200Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous

6、basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.oIf this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier

7、 effective registration statement for the same offering.oIf this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offe

8、ring.oIf this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.oIndicate by check mark whether the registrant

9、 is an emerging growth company as defined in Rule 405 of the Securities Act.Emerging growth company oIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extendedtransition period for comp

10、lying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.o The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after Apr

11、il5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file afurther amendment which specifically states that this registration statement will thereafter become effective in accordance with Sec

12、tion 8(a)of the SecuritiesAct of 1933,as amended,or until the registration statement will become effective on such date as the Securities and Exchange Commission,acting pursuantto said Section 8(a),may determine.2025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990

13、/klarnagroupplcf-1a.htm2/429The information in this preliminary prospectus is not complete and may be changed.We and the selling shareholders may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is no

14、t an offer to sell these securities and itis not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED ,2025PRELIMINARY PROSPECTUSOrdinary SharesKlarna Group plc(incorporated in England and Wales)This is the initial publi

15、c offering of ordinary shares of Klarna Group plc.We are offering ordinary shares,and the selling shareholders identified in thisprospectus(the“selling shareholders”)are offering an additional ordinary shares in this offering.We will not receive any proceeds from the sale of ordinary shares bythe se

16、lling shareholders.Prior to this offering,there has been no public market for our ordinary shares.We currently estimate that the initial public offering price per ordinary share will bebetween$and$.We have applied to list our ordinary shares on the New York Stock Exchange(the“NYSE”)under the symbol“

17、KLAR.”It is a condition tothe closing of this offering that the ordinary shares offered hereby have been duly listed on the NYSE.Following the completion of this offering,we will have two classes of voting shares issued and outstanding:ordinary shares and B shares(“Class B shares”).Eachordinary shar

18、e is entitled to one vote per share and to ratably participate in dividends that we may pay in the future as well as our assets remaining upon our liquidation,dissolution or winding up.Each Class B share will be entitled to ten votes per share but will have no dividend or other effective economic ri

19、ghts.We will issue one Class Bshare in the form of a bonus issue for each ordinary share to all of our shareholders who hold our ordinary shares immediately prior to the completion of this offering.Wewill not issue any Class B shares following this offering and our Class B shares are not transferabl

20、e.Following certain transfers of interests in our ordinary shares byholders of our Class B shares or their affiliates,a related number of their Class B shares will automatically convert into deferred shares,which have no voting or effectiveeconomic rights.Additionally,all Class B shares will automat

21、ically convert into deferred shares after 20 years from this offering and in certain other specifiedcircumstances.Class B shares and deferred shares into which Class B shares may convert will not have any effective economic rights because they will not have a right todividends and will participate i

22、n our liquidation,dissolution or winding up only after we distributed to holders of our share capital$10.0 million for each ordinary share and$5.0 million for each Class C share they hold,which we do not expect to occur.For five years following this offering,we may also issue C shares(“Class C share

23、s”).OurClass C shares can only be issued to Sebastian Siemiatkowski,our Co-Founder and Chief Executive Officer,and to certain related and affiliated persons of Mr.Siemiatkowski,their respective nominees and a depositary service.Each Class C share will be entitled to ten votes per share and to ratabl

24、y participate in dividends andour assets remaining upon our liquidation,dissolution or winding up but only to half the extent of one ordinary share(on a per share basis).We will not issue any Class Cshares in the number that would make the voting rights corresponding to all such Class C shares outst

25、anding at any time exceed 15%of the voting rights corresponding toall of our shares outstanding immediately prior to this offering.Our Class C shares cannot be transferred,other than in specified circumstances to certain related andaffiliated persons of Mr.Siemiatkowski,their respective nominees and

26、 a depositary service.Class C shares will be redesignated into ordinary shares and deferred shares:(i)at the election of the holder;(ii)if they are transferred(other than in permitted circumstances);(iii)if Mr.Siemiatkowski and his related or affiliated persons cease tobeneficially own the relevant

27、Class C shares;(iv)if Mr.Siemiatkowski ceases to provide services to us;and(v)in other specified circumstances.Additionally,all Class Cshares will automatically redesignate after 20 years from this offering.In each case,every two Class C shares will redesignate into one ordinary share and one deferr

28、edshare.Class C shares can also be issued upon the exercise of options(“Class C options”)that may be granted to Mr.Siemiatkowski.Mr.Siemiatkowski may elect toacquire,in his discretion,either ordinary shares or Class C shares upon the exercise of such Class C options.For more information about our sh

29、are capital,see the sectiontitled“Description of Share Capital and Articles of Association”included elsewhere in this prospectus.We will not be considered a“controlled company”under the corporate governance rules of the NYSE as we do not currently expect that more than 50%of our votingpower will be

30、held by an individual,a group or another company immediately following the consummation of this offering.However,immediately following this offering,ourcurrent shareholders(who will receive Class B shares in respect of their ordinary shares immediately prior to the completion of this offering)will h

31、old%of the votingpower of our outstanding ordinary shares and Class B shares,with our directors,executive officers and holders of 5%or more of any class of our voting securities and theirrespective affiliates holding in the aggregate%of the voting power of our ordinary shares and Class B shares.As a

32、 result,these shareholders,if they act together,will be able to control our management and affairs.We are a“foreign private issuer”under applicable rules of the U.S.Securities and Exchange Commission(the“SEC”)and may elect to observe reduced publiccompany disclosure requirements.See“Prospectus Summa

33、ryImplications of Being a Foreign Private Issuer.”Investing in our ordinary shares involves risks.See“Risk Factors”beginning on page 37 of this prospectus.Per Ordinary ShareTotalInitial public offering price$Underwriting discounts and commissions$Proceeds,before expenses,to Klarna Group plc$Proceeds

34、,before expenses,to the selling shareholders$_(1)See“Underwriting”for a description of the compensation payable to the underwriters.(2)Assumes no exercise of the underwriters option to purchase additional ordinary shares.We and the selling shareholders have granted the underwriters an option for a p

35、eriod of 30 days from the date of this prospectus to purchase up to additionalordinary shares,to cover over-allotments at the initial public offering price,less underwriting discounts and commissions.Neither the SEC nor any state securities commission has approved or disapproved of these securities

36、or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.The underwriters expect to deliver the ordinary shares to purchasers on or about ,2025.Joint Book-Running ManagersGoldman Sachs&Co.LLCJ.P.MorganMorgan StanleyBofA SecuritiesCitigroupDeuts

37、che Bank SecuritiesSOCIETE GENERALEUBS Investment BankCo-ManagersBNP PARIBASKeefe,Bruyette&Woods A Stifel CompanyNordea Bank AbpRothschild&CoWedbush SecuritiesWolfe|Nomura AllianceThe date of this prospectus is ,2025.(1)(2)(2)2025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/0001

38、62828025026990/klarnagroupplcf-1a.htm3/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm4/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm5/4292025/5/22 09:38Documenthtt

39、ps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm6/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm7/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarn

40、agroupplcf-1a.htm8/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm9/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm10/4292025/5/22 09:38Documenthttps:/www.sec.gov/Arc

41、hives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm11/429TABLE OF CONTENTSPageAbout This Prospectus1Prospectus Summary5Risk Factors37Cautionary Note Regarding Forward-Looking Statements105Use of Proceeds107Dividend Policy108Capitalization109Dilution112Managements Discussion and Analys

42、is of Financial Condition and Results of Operations115Selected Statistical Information178Business187Management252Executive and Director Remuneration259Certain Relationships and Related Party Transactions266Principal and Selling Shareholders269Description of Share Capital and Articles of Association2

43、76Ordinary Shares Eligible for Future Sale298Material Tax Considerations300Underwriting308Expenses of the Offering324Legal Matters325Experts325Where You Can Find Additional Information326Enforceability of Civil Liabilities327Index to Consolidated Financial StatementsF-1Neither we,the selling shareho

44、lders nor any of the underwriters have authorized anyone to provide you with anyinformation or to make any representations other than those contained in this prospectus or in any free writing prospectus wehave prepared and filed with the SEC.We,the selling shareholders and the underwriters take no r

45、esponsibility for,and canprovide no assurance as to the reliability of,any other information that others may give you.This prospectus is an offer to sellordinary shares only under the circumstances and in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus

46、is accurate only as of the date of this prospectus,regardless of the time of delivery of thisprospectus or of any sale of the ordinary shares.Our business,financial condition,results of operations and future prospectsmay have changed since such date.For investors outside of the United States:Neither

47、 we,the selling shareholders nor any of the underwriters have done anythingthat would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than in the United States.Persons outside of the United States who come into

48、 possession of this prospectus must informthemselves about,and observe any restrictions relating to,the offering of the ordinary shares and the distribution of this prospectusoutside of the United States.Through and including ,2025(the 25th day after the date of this prospectus),all dealers effectin

49、g transactions inthese securities,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to adealers obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment orsubscription.i2025/5/22 09:38Documenthttp

50、s:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm12/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm13/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klar

51、nagroupplcf-1a.htm14/429ABOUT THIS PROSPECTUSCorporate Reorganization,Share Split and Certain DefinitionsIn May 2024,we redomiciled our parent company from Sweden to the U.K.by way of a share-for-share exchange,as furtherdescribed under“Prospectus SummaryCorporate Reorganization”and“Description of S

52、hare Capital and Articles of AssociationCorporate Reorganization,”to which we refer as our“corporate reorganization.”Effective as from March 6,2025,we implemented a twelve-for-one share split of our ordinary shares,which we refer to as the“ShareSplit.”Unless otherwise indicated or the context otherw

53、ise requires,in this prospectus,“Klarna,”the“Company,”“we,”“us”and“our”referto(i)Klarna Holding AB(publ),a public limited liability company incorporated under the laws of Sweden,and its consolidatedsubsidiaries prior to the completion of our corporate reorganization,and(ii)Klarna Group plc,a public

54、limited company incorporatedunder the laws of England and Wales,and its consolidated subsidiaries after the completion of our corporate reorganization.Please refer to“Prospectus SummaryGlossary of Terms”for definitions of certain other terms used in this prospectus.Financial StatementsOur fiscal yea

55、r ends on December 31 of each year.We present our consolidated financial statements in U.S.dollars.Certain of oursubsidiaries maintain their books and records in their local currencies,including SEK,EUR and GBP,which are the primary currencies ofthe economic environment in which their respective ope

56、rations are conducted.The results of such subsidiaries are subsequentlytranslated to U.S.dollars.Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordance with IFRSAccounting Standards as issued by the IASB.Certain differences exist bet

57、ween IFRS and U.S.GAAP,which might be material to thefinancial information herein.We have not prepared a reconciliation of our consolidated financial statements and related footnotedisclosures between IFRS and U.S.GAAP.Potential investors should consult their own professional advisers for an underst

58、anding of thedifferences between IFRS and U.S.GAAP and how these differences might affect the financial information herein.Our financial information should be read in conjunction with the section titled“Managements Discussion and Analysis of FinancialCondition and Results of Operations”and our conso

59、lidated financial statements,including the notes thereto,included elsewhere in thisprospectus.The audited consolidated financial statements prepared in accordance with IFRS Accounting Standards have been audited by Ernst&Young AB,as stated in its report included elsewhere in this prospectus.The inte

60、rim condensed consolidated financial statementsincluded elsewhere in this prospectus are unaudited and,in the opinion of management,reflect all normal recurring adjustmentsnecessary to fairly present the financial position,results of operations and cash flows for the periods presented.In this prospe

61、ctus,wealso present certain financial information for the twelve months ended March 31,2025.Such information is not audited and has beenderived by subtracting our historical unaudited consolidated financial data for the three months ended March 31,2024 from our historicalconsolidated financial data

62、for the year ended December 31,2024 and then adding our historical interim condensed consolidatedfinancial data for the three months ended March 31,2025.The financial information contained in this prospectus does not constitute statutory accounts within the meaning of section 434(3)ofthe Companies A

63、ct.12025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm15/429The financial information included in this prospectus for the years ended December 31,2021,2020 and 2019 has been derived fromthe consolidated financial statements(the“statutory f

64、inancial statements”)of Klarna Holding,our former parent entity.Such statutoryfinancial statements are not included in this prospectus.The statutory financial statements were prepared in accordance with IFRS(asadopted by the EU)and the Swedish Annual Accounts Act.They were audited by Klarna Holdings

65、 external auditor elected in accordancewith the Swedish Company Act,but not in accordance with the Public Company Accounting Oversight Board(United States)(PCAOB).As such,the statutory financial statements may differ from our audited consolidated financial statements included elsewhere in thisprospe

66、ctus for a number of reasons,including due to an application of different exchange rates to our historical results,audit proceduresand final adjustments.The statutory financial statements have been prepared in SEK,Klarna Holdings presentation currency.Solely for the purposes ofthis prospectus,such f

67、inancial statements have been translated by us into USD using the following average USD/SEK exchange ratesfor the periods presented:0.1057555 for the financial information for the year ended December 31,2019;0.1086195 for the financial information for the year ended December 31,2020;and0.1166160 for

68、 the financial information for the year ended December 31,2021.The information relating to the Companys own funds,the regulatory capital requirements and regulatory capital buffers included inthis prospectus was derived from Klarna Holdings Risk Management and Capital Adequacy Reports(“Pillar 3 Repo

69、rts”)for the relevantperiod.Such information was prepared in SEK and translated by us into USD using the following average USD/SEK exchange rates forthe periods presented:0.0960273 for the financial information as of December 31,2022;0.0995966 for the financial information as of December 31,2023;0.0

70、906964 for the financial information as of December 31,2024;and0.0985017 for the financial information as of March 31,2025.We are required to prepare Pillar 3 Reports each year.We also publish information about select regulatory capital requirements andregulatory capital buffers each quarter.Non-IFR

71、S Financial MeasuresThis prospectus contains certain financial measures that are not presented in accordance with IFRS,including Transaction margindollars,Transaction margin,Adjusted operating profit(loss)and Adjusted operating margin,that are not required by,or prepared inaccordance with,IFRS.We re

72、fer to these measures as“non-IFRS financial measures.”See“Managements Discussion and Analysis ofFinancial Condition and Results of OperationsNon-IFRS Financial Measures”for our definitions of these non-IFRS financial measures,information about how and why we use these non-IFRS financial measures and

73、 a reconciliation of each of these non-IFRS financialmeasures to its most directly comparable financial measure calculated in accordance with IFRS.RoundingWe have made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shown astotals in some tables

74、may not be an arithmetic aggregation of the figures that preceded them.The percentage changes set out in thetables included in this prospectus that are not considered meaningful are presented as“NM.”22025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroup

75、plcf-1a.htm16/429Trademarks,Tradenames and Service MarksThis prospectus includes trademarks,tradenames and service marks,certain of which belong to us and others that are the propertyof other organizations.Solely for convenience,trademarks,tradenames and service marks referred to in this prospectus

76、appear withoutthe,TM and SM symbols,but the absence of those symbols is not intended to indicate,in any way,that we will not assert our rights,orthat the applicable owner will not assert its rights,to these trademarks,tradenames and service marks to the fullest extent underapplicable law.We do not i

77、ntend our use or display of other parties trademarks,tradenames or service marks to imply,and such use ordisplay should not be construed to imply,a relationship with,or endorsement or sponsorship of us by,these other parties.32025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/0001

78、62828025026990/klarnagroupplcf-1a.htm17/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm18/429PROSPECTUS SUMMARYThis summary highlights selected information that is presented in greater detail elsewhere in this prospectus.Thissummary

79、does not contain all of the information you should consider before investing in our ordinary shares.You shouldread this entire prospectus carefully,including the sections titled“Risk Factors”and“Managements Discussion andAnalysis of Financial Condition and Results of Operations”and our consolidated

80、financial statements and notes theretoincluded elsewhere in this prospectus,before deciding to invest in our ordinary shares.OverviewOur Mission and VisionOur mission is to reimagine how consumers spend and save in their daily lives.We help people save time,moneyand reduce financial worry.Our vision

81、 is a world where Klarna empowers everyone,everywhere,through seamless commerce experiencesasa personalized,trusted assistant making financial empowerment effortless.Our CompanyWe are a technology company building the next-generation commerce network.We have built one of the largest commerce network

82、s in the world,measured by the number of consumers andmerchants,serving approximately 99 million active Klarna consumers and approximately 724,000 merchants in 26countries as of March 31,2025,and facilitating 107 billion of GMV in the twelve months ended March 31,2025.Ourflexible and personalized pr

83、oducts,trusted consumer brand,global distribution and proprietary scalable infrastructureare the foundations enabling us to become our consumers everyday spending and saving partner,available everywhereand for everything.Through our history,we have consistently innovated and challenged the status qu

84、o,evolving ournetwork from a consumer-focused payments tool to a global commerce network that enables merchant success.Klarna was built to address the manifold pain points in commerce today,including inefficiency,lack of trust,prevalence of fraud,impersonal relationships between consumers and mercha

85、nts and high interest and credit-relatedfees that are harmful to consumers,merchants and society at large.We began by pioneering a new approach to online payments,designed to bridge uncertainty in the transactionsbetween consumers and merchants by providing short-term credit to consumers interest-fr

86、ee and accelerating growthfor merchants.Our approach leverages differentiated underwriting capabilities,utilizes bank deposits and other low-costfunding sources and is monetized primarily by driving increased GMV for merchants on our network rather than fromonly charging interest to consumers.In the

87、 twelve months ended March 31,2025,99%of transactions conducted on ournetwork were interest-free.This results in lower fees,which we believe drives consumers and,in turn,our merchants,toshift more of their commerce activity onto our network,aligning the financial success of our consumers and merchan

88、tswith our long-term ambition of durable growth.We have also built a unique advertising solution,connecting engagedconsumers to advertisers in a personalized,commerce-centric environment.Consumers come to Klarna to pay flexibly and securely,to find goods,services and experiences that are relevant to

89、them,and to manage their purchases and savings,all in a trusted environment.We designed our network to provideconsumers with more control and flexibility over their payments,to save them time and money and to help them worryless about their finances.This allows us to become an important growth partn

90、er for merchants of all sizes,enablingthem to grow their businesses and acquire new customers,convert more transactions with higher AOVs and retaincustomers with increased loyalty,all while establishing and fostering personal relationships with their customers.Just ascard networks revolutionized the

91、 way merchants and consumers received and made payments decades ago,we have52025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm19/429created a new type of network built upon fairness,sustainability and innovation,while removing intermediari

92、es,complexity and fees along the way.We accelerate commerce by connecting consumers and merchants with comprehensive payment and tailoredadvertising solutions,both online and offline.Our payment options provide consumers with the choice to pay howeverthey prefer:Pay in Full settles transactions inst

93、antly,Pay Later allows consumers to complete a purchase today whiledeferring payment to a later date or into installments and Fair Financing allows consumers to settle payments over alonger period of time.We offer the benefits of both open and closed networks.We open our network to a broadconsumer a

94、nd merchant ecosystem,similar to Visa,MasterCard and Amex,but also benefit from our proprietary closed-loop network where we issue,fund,process and settle the entire payment,while retaining a direct relationship with ourconsumers.Payment options are facilitated across numerous channels,including dir

95、ectly at our merchants online or in-store checkouts,in the Klarna app,with the Klarna card or using Apple Pay or Google Pay.We have achieved global consumer and merchant scale.Our 99 million active Klarna consumers are diversefroma wide range of income levels and educational backgroundsand represent

96、ative of the broader population.In Sweden,our most mature market,approximately 83%of adults were active Klarna consumers as of March 31,2025,according toour estimates.Our consumers are financially responsible,tooin the twelve months ended March 31,2025,99%of theconsumer loans that we extended were p

97、aid on time.Merchants view Klarna as an important growth partner because ofour consumer scale and global reach.Our approximately 724,000 merchants include some of the largest global brandson average,44%of the top 100 merchants in each of the major markets we serve,which include the United States,the

98、 U.K.,the Nordics,Germany,Austria,Belgium,Spain,France,Italy,the Netherlands and Switzerland(based on datafrom eCommDB and Digital Commerce 360)used Klarna in the twelve months ended March 31,2025 to facilitatepayments,while an even greater percentage(66%)advertised on our network during the same pe

99、riod.Our broadadoption across merchants contributes to our GMV diversification,with no single merchant representing more than 10%of our GMV in any of our major markets in the twelve months ended March 31,2025.Through both our payment andadvertising solutions,we help our merchants attract new custome

100、rs,drive higher AOV with higher purchase frequencyand offer frictionless commerce and higher conversion rates.We do all of this while allowing merchants to seamlesslyintegrate Klarna into their existing operations and infrastructure,retaining full control over their brands.Klarna sits at the center

101、of a global ecosystem.We connect an array of different financial services and commerceorganizations,from PSPs,traditional banks,card networks and open banking providers,to commerce enablers,technology partners,in-store payments providers and shipping and return logistics providers,to improve the com

102、merceexperience for our consumers and merchants through a unique global network.We continue to grow our network acrossverticals and geographies to better serve consumers and merchants.We believe that our credit underwriting capabilities,enabled by our proprietary data from approximately 2.9 milliont

103、ransactions made on average per day on our network from 99 million active Klarna consumers in the twelve monthsended March 31,2025,differentiate us from other networks.We are able to make underwriting decisions in secondswith our fully automated processes and underwrite every transaction in real tim

104、e.We also provide a small spendingcapacity that gradually increases as consumers responsibly spend more with Klarna,and clear and transparentrepayment terms that encourage borrowers to repay on time.All of this distinguishes our financing solutions from marketalternatives.In the twelve months ended

105、March 31,2025,our average balance per active Klarna consumer was$79(compared to an average balance per credit card of approximately$6,730 in the United States in 2024,according toExperian),and average loan duration was approximately 39 days(compared to a typical loan duration in 2023 of morethan fiv

106、e years at a typical Nordic bank,according to publicly available information,and an average of 2.9 years of atypical U.S.personal bank loan,according to the U.S.Federal Reserve).This allows us to quickly react to marketchanges and efficiently manage credit risk.Our underwriting process results in cr

107、edit losses that are generally lowerthan the industry average:for example,our credit losses represented 0.48%of GMV in the twelve months ended March31,62025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm20/4292025,while the loan losses as a

108、 share of total loans averaged 3.7%for our main competitors in Sweden in 2023,basedon publicly available information of Swedish banks and payment solutions providers,and 0.77%for commercial banks inthe United States in 2023,according to Statista.In addition to lower credit losses,we believe that our

109、 underwritingprocess provides more value to consumers and merchants than alternative payment methods,which helps drive ourfinancial performance.We have been a constant pioneer in our industry.In 2005,when online shopping was still nascent and marked bydistrust,we launched Pay Later products to guara

110、ntee consumers would pay only after they had received goods,whilealso pioneering a new approach to credit.In 2010,we launched our Pay in Full product to give consumers more choiceand control over how they pay.In 2017,we started building a disruptive brand to help people streamline their financialliv

111、es.As we learned that consumers wanted to use Klarna everywhere,we launched the Klarna card in 2018.That sameyear,we launched the Klarna app,which enables our consumers to track all their purchases in one place,track theirshipments,assist with errands and much more.While we began with payments innov

112、ation,in 2019,we started tomeaningfully scale our advertising solutions,which personalize the commerce experience for our consumers by usingour vast proprietary data set,including data they entrust to us.In 2023,we developed an AI assistant powered byOpenAI,which meaningfully streamlines the commerc

113、e experience,and in 2024,introduced Klarna balance,whichmakes commerce even more effortless by allowing consumers to Pay in Full or Pay Later without connecting to a bankaccount or card.These innovations are all built on our AI-enabled,cloud-native and global technology platform to whichmerchants ca

114、n connect via a single API.Every product we bring to market can be launched globally,allowing merchantsto reach millions of consumers worldwide almost instantly once connected to our network.We began operations in Sweden in 2005,and rapidly expanded through the rest of the Nordics.By 2010,weoperated

115、 in the Nordics,Germany and the Netherlands.By 2016,we were established in nine markets,including Austria(2012),Switzerland(2014)and the U.K.(2014).Since inception,we have strived to maintain a deliberate balance ofgrowth and profitability.We remained profitable for the first 14 years as we scaled o

116、ur operations in Europe.In 2019,westrategically decided to expand our successful operating model into additional geographies,with a particular focus onthe United States,and in the following three years expanded into 12 additional markets.While our expansion in theUnited States has contributed to an

117、increase in our GMV,it has also led to net losses in recent periods.In 2023,ouroperating loss started to decline and we began generating positive Transaction margin dollars in the United States,while continuing to grow our GMV and the number of active Klarna consumers and merchants worldwide.For two

118、 decades,Klarna has been transforming the commerce landscape.Our growth strategy is an extension ofour ability to innovate and cater to our customers needs:Klarna at Every Checkout.We have a proven track record of bringing global leading merchants to our network,which have been key in amplifying our

119、 brands reach.We also have a unique go-to-market strategy:bypartnering with several of the worlds largest PSPs,including Worldpay,Stripe and Adyen,we can connect withconsumers through hundreds of thousands of merchant checkouts.By integrating Klarna with Apple Pay andGoogle Pay,our consumers can use

120、 Klarnas payment solutions wherever Apple Pay or Google Pay is availableonline in the United States as well as,in the case of Apple Pay,in the U.K.,without having the Klarna card.Increasing the availability of our payment methods is imperative to further growth of our network,as a higherpenetration

121、of merchants directly translates to a higher share of checkout.Klarna Card in Every Wallet.We envision Klarna becoming the default payment method for our millions ofactive Klarna consumers and future consumers.With the Klarna card,we are making it easier for consumers toenjoy our popular flexible pa

122、yment options,both online and offline.Next-Generation Digital Financial Services.Klarna is integrated across a global ecosystem of serviceproviders,which enhances our consumer offering.Traditional players,in turn,sit in silos,72025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000

123、162828025026990/klarnagroupplcf-1a.htm21/429which limits their consumer offering.We partner with PSPs,traditional banks,card networks,commerceenablers,technology partners,merchants and shipping and return logistics providers to improve the commerceexperience for our consumers.This breadth of our eco

124、system,coupled with our extensive portfolio of licensesand regulatory authorizations,allows us to provide consumer services that others cannot,such as instantrefunds,cashback,real-time debit or order and return tracking.Our financial services are provided digital-firstand are automated.They are insi

125、ght-rich,transparent and fair.These features save consumers time and moneyand effortlessly put them in control of their finances.Klarnas Personal Shopping and Money Assistant.Through a true understanding of our consumers needs,we are uniquely positioned to offer them curated shopping assistance and

126、related products that are trulyvaluable and relevant to them.Consumers gain access to premium features through subscription services,enhancing their lifestyle while enjoying convenience and savings.Within the Klarna app,they can spend,saveand shop smarter with the power of an AI assistant designed t

127、o understand personal needs and preferences.From product recommendations to managing expenses,this smart companion is here to guide the consumerthroughout the entire commerce journey.This,we believe,will redefine how consumers interact and engagewith Klarna,creating a deep and sticky customer relati

128、onship.AI-Powered Efficiency.AI allows us to drive scale efficiencies greater than what was previously thoughtpossible,allowing our deep talent pool to focus on innovation and growth.We enjoy several key competitive advantages that have enabled our continued success since our founding in 2005:Compou

129、nding Network Effects.Our personalized,highly engaging consumer experiences drive consumers toour network.As more consumers engage at scale,more merchants join our network and grow their businesses.As more merchants join the network,consumers benefit from increased selection across verticals,channel

130、s andgeographies,and can purchase more frequently using,and demonstrate preference for,our network.Trusted Brand,Global Distribution.We have built a brand that is distinctly global,universally recognized andwell-loved by consumers and merchants,an accomplishment that we believe is rare among busines

131、ses thatprovide payments and financial services.Industry-Leading AI Adoption and Implementation.Klarna has been an early and leading adopter of AI.Ournetwork and AI capabilities are powered by a unique proprietary data set,built on SKU-level data points,including over 2.5 billion data points collect

132、ed in 2024,and more than 5.4 billion transactions conducted throughour network since our founding.Scalable Technology Platform.Our network is powered by a single,AI-enabled cloud-native technologyplatform that facilitates connections across the global ecosystem.Businesses ranging from PSPs,tradition

133、albanks,card networks and open banking providers to commerce enablers,technology partners,in-store paymentproviders and shipping and return logistics providers join our network through a single shared API to enable fastand global connectivity nearly instantly.Diversified and Sustainable Business Mod

134、el.Our diversified revenue model,based primarily on merchantfees,aligns the interests of merchants,consumers and our business.The proportion of our revenue generatedfrom merchants,consumers and advertising is generally more balanced compared to many of our competitors inthe payments and the banking

135、industries,who tend to depend more heavily than us on either merchant revenueor interest income.Our banking license enables us to maintain a low-cost,stable funding model based onconsumer deposits.We currently offer savings accounts directly to residents of Austria,Belgium,Denmark,Finland,France,Ger

136、many,Ireland,Italy,the Netherlands,Norway,Poland,Portugal,Spain and Sweden.Weare also able to collect deposits in Germany,the Netherlands,France,Spain and Ireland pursuant to apartnership with a third-party deposit-taking platform operated by Raisin.Our82025/5/22 09:38Documenthttps:/www.sec.gov/Arch

137、ives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm22/429banking pedigree adds rigor to our underwriting processes,which are designed to continuously improve ourcredit decisioning and monitoring.Durable Growth Profile,with Scale Efficiencies.Our network connects millions of consumers a

138、nd hundredsof thousands of merchants at scale to power global commerce.Our scale enables our efficient growth.Moreconsumers attract more merchants to our network,which,in turn,attract more consumers.As we have scaledour operations over the last 20 years,we have optimized our cost structure and drive

139、n meaningful operatingleverage in the business.For example,in 2024,our revenue increased 24%year over year while our operatingloss improved by 63%.Thanks to these competitive advantages,we believe we have a substantial opportunity to increase our market shareacross channels,geographies and verticals

140、.Annual consumer retail and travel spending in the markets in which wecurrently operate was$18 trillion in 2023,of which$9 trillion was in the United States,according to the MarketOpportunity Study.We consider our serviceable addressable market(“SAM”)to be the approximately$500 billionpayments reven

141、ue opportunity associated with that spend,based on our average take rate in the first quarter of 2025.The global retail and travel spending across all markets(excluding China)was$30 trillion in 2023,according to theMarket Opportunity Study.We have the opportunity to expand into new markets,to reach

142、further into that spendopportunity.We have also scaled our advertising revenue from approximately$13 million in 2020 to$180 million in2024.Digital advertising represents an additional approximately$475 billion market opportunity globally(excludingChina)in 2023(according to the Market Opportunity Stu

143、dy)that we believe we are uniquely positioned to address givenour unique data from intent-driven consumers.Additionally,we are well positioned to build a leading presence instrategic adjacencies such as retail banking services,given our trusted relationships with consumers,our experienceand our exis

144、ting banking services in select regions,where we held$10.8 billion of consumer funds as of March 31,2025.We continuously strive to develop innovative products and solutions for our consumers and merchants to continueto grow our addressable markets.These network effects power our robust and compoundi

145、ng financial model characterized by long-term growth andexpanding margin profile.For example,in 2024,our GMV was$105 billion,representing 14%(15%on a like-for-likebasis)year-over-year growth and our total revenue was$2,811 million,representing 24%year-over-year growth(25%on a like-for-like basis).Ou

146、r operating loss was$121 million and Adjusted operating profit was$181 million,representing a 63%and 466%year-over-year improvement,respectively.Our Transaction margin dollars equaled$1,217 million in 2024,representing 12%year-over-year growth(14%on a like-for-like basis).Our net profit in 2024 was$

147、21 million,a 109%improvement from a net loss of$244 million in 2023.The Klarna NetworkOver the past 20 years,we have built the next-generation commerce network that connects consumers andmerchants globally.Our Network Efficiently Connects Consumers and MerchantsWe enable next-generation payments thr

148、ough direct relationships between consumers and merchants.Through ournetwork,consumers can find and pay for goods,services and experiences in a highly efficient and flexible manner,andmerchants are connected with moreand more empoweredconsumers.We have built our network to directly connectconsumers

149、and merchants,removing reliance on card networks or issuing banks,which provides us with better dataand a cost advantage compared to traditional providers.Consumers and merchants entrust us directly with their data.We use this data,including more than 2.5 billion SKU-level data points collected in 2

150、024,to better understand consumerpreferences,more accurately underwrite consumer credit,provide clearer indications of consumer purchasing powerand help merchants build trusted,brand-aligned relationships.We are able to provide our consumers and merchantskey insights and services,in addition to paym

151、ent processing,to facilitate92025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm23/429more efficient commerce experiences.Our network also removes middlemen from a typical transaction,resulting inlower fees for both consumers and merchants.

152、We open our network to a broad consumer and merchant ecosystem,similar to Visa,MasterCard and Amex,but also benefit from our proprietary closed-loop network where we issue,fund,process and settle the entire payment,while retaining a direct relationship with our consumers.Our Network Sits at the Cent

153、er of a Global EcosystemWe partner with a range of global constituents that facilitate commerce to make our network more ubiquitous andefficient for our consumers and merchants.Our network integrates with PSPs,who help grow our merchant presence,and traditional banks,card networks and open banking p

154、roviders,who help facilitate payments.We also partner withcommerce enablers(i.e.,companies that offer end-to-end services to help businesses operate their stores)andtechnology partners to provide merchants holistic commerce solutions,in-store payments providers to facilitate offlinetransactions and

155、shipping and return logistics providers who help our consumers manage purchases.By integratingKlarna with Apple Pay and Google Pay,our consumers can use Klarnas payment solutions wherever Apple Pay orGoogle Pay is available online in the United States as well as,in the case of Apple Pay,in the U.K.,

156、without having theKlarna card.We allow hundreds of partner companies to integrate into our open network,which improves the valueproposition we provide our consumers and merchants by making Klarna available at more checkout points.The Scale of Our Network Makes Klarna a Critical Growth Partner for Me

157、rchants and the PreferredCommerce Network for ConsumersWith 99 million active Klarna consumers distributed globally as of March 31,2025,Klarna provides merchants withan extensive network and solutions for customer acquisition and loyalty,driving higher conversion and AOV as well asimproved retention

158、.We believe that merchants and other payment ecosystem participants recognize the value that webring through the scale and reach of our network and see us as a critical growth partner.Merchants have theopportunity to benefit from our network across the globe.Similarly,consumers enjoy the benefits of

159、 searching,discovering and paying by Klarna,across our approximately 724,000 merchants as of March 31,2025,knowing they willhave a positive consumer experience with our networks abundance of choice,price comparison features and paymentflexibility.We Have Built Market-Leading Underwriting Capabilitie

160、sWe believe that our credit underwriting capabilities differentiate us from other payment networks and improve ouroverall commerce experience.With enhanced underwriting,our consumers have access to numerous payment methodsthat help promote their financial well-being while our merchants drive additio

161、nal sales.Our proprietary data enables usto make decisions in seconds,fully automate our process and underwrite every transaction in real time.We also providea small spending capacity to consumers that gradually increases as consumers responsibly spend more with Klarna,and clear repayment terms that

162、 encourage borrowers to repay on time,a unique approach to extending consumer creditcompared to market alternatives.Our average balance per consumer is lower than credit cards and average loanduration is shorter than other banks and credit providers,which provides us the ability to quickly react to

163、marketchanges and efficiently manage our credit risk.Our Network Fuels a Powerful Advertising SolutionWe have built a highly differentiated advertising solution based on the close relationship we maintain with ourconsumers and merchants and the vast amounts of data they entrust to us.We use propriet

164、ary data,including first-party,SKU-level data,such as browsing,searching,transacting,tracking,returning and customer service data,to helpmerchants reach and engage high-intent consumers with relevant advertisements.We offer brand,search and affiliatesolutions to advertisers such that they can connec

165、t with consumers across the commerce journey.We also allowmerchants to reach consumers in a commerce-centric environment,which we believe is the most effective place toreach consumers.These102025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.h

166、tm24/429features,together with our vast amounts of data,allow us to deliver to our merchants marketing attribution and bettermeasurability and,as a result,a higher ROI on their advertising spend.We Are a Licensed BankWe have operated as a licensed bank in the EEA since 2017,when the SFSA approved ou

167、r application for a banklicense.This license reinforced our position as a stable,trustworthy institution among our consumers and merchants.Our license enables our differentiated funding strategy by allowing us to fund 95%of our financing products in thetwelve months ended March 31,2025 by utilizing

168、deposits,which are highly stable and lower-cost than other non-bankfunding strategies,such as asset-backed financing.As our consumers increasingly trust us with their savings,we havecollected a large and growing pool of consumer deposits($10.8 billion as of March 31,2025).Our business alsobenefits f

169、rom an inherent duration gap between our consumer loans,which had an average duration of approximately39 days in the twelve months ended March 31,2025,and our deposits,74%of which were fixed-term with an averageduration of 305 days in the twelve months ended March 31,2025.As a result,we can adjust o

170、ur lending policies quickerthan our deposit base might change.We also have the ability to deliberately change the length and interest rate on thedeposits that we offer to adjust this duration gap.Finally,our banking license allows us to design and offer financialproducts and services that otherwise

171、could require third-party partnerships,like card issuance,and extensiveexperience and investment to ensure compliance with applicable regulatory requirements.Our Structure Allows Us to Offer Fair and Affordable ProductsWe operate a sustainable business model defined by lower fees for both merchants

172、and consumers relative tolegacy payment networks,such as credit cards.In the twelve months ended March 31,2025,consumer feesrepresented only 35%and 33%of a Klarna transaction in Western Europe and the United States,respectively.Webelieve our lower fees promote financial well-being for our consumers

173、and align our success with that of our merchants.As we help consumers and merchants save more on each transaction,we give consumers more control over theirfinances and help them save money.Our network as a whole provides structural competitive advantages,which enable us to independently developsuper

174、ior experiences for our consumers and merchants,while keeping costs low and driving long-term growth.Thecollective cost advantages of our network accelerate our network effects,while maintaining our own sustainablefinancial model.Better for ConsumersWe are revolutionizing the commerce experience for

175、 consumers around the world.We help consumers findpersonalized brands and products,pay and manage commerce transactions and finances.We do this through ournetwork that prioritizes safety and fairness to consumers.We help our consumers save time and money and put them incontrol of their commerce expe

176、rience.Our Globally Recognizable BrandOur brand is globally recognizable.As of December 2024,according to our estimates,we had 40%global brandawareness,as compared to 28%on average for our main competitors,and a global brand trust score of 54%.Our brand also defines our relationship with consumers.I

177、n a financial services ecosystem filled with opacity andmistrust,Klarna has created a brand associated with trust,transparency and financial wellness.This brand resonateswith our consumers,merchants,partners and employees.112025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162

178、828025026990/klarnagroupplcf-1a.htm25/429Our Consumer SolutionsOur consumer solutions are built to address the commerce journey:Find.We allow our consumers to discover and engage with merchants pre-purchase with AI-powered,personalized recommendations.Solutions we offer include personalized inspirat

179、ion,merchant deals,cashbackoffers,product search,price drop notifications and price comparison,and the ability to create wish lists.Pay.We offer consumers transparent and seamless purchase capabilities through our multiple payment optionsthat allow consumers to pay in whichever way is most convenien

180、t for them,including debit and credit,withouthidden fees or revolving credit.Our payment options have promoted safety and trust since our inception whenwe first enabled consumers to pay after receiving their goods.Manage.We provide consumers a holistic suite of services to fully understand purchases

181、,track after-purchaseactivities such as shipping and returns,and manage personal finances with intuitive financial overviews anddeposit and savings accounts.Our solutions include loyalty cards,the ability to track delivery and returns,AI-enabled customer support,and insights into personal finances.A

182、dvantages of Our Consumer SolutionsConsumers shop effortlessly on our network.We believe we offer them a more relevant and convenient way to shopthat also provides greater financial control.Our consumer solutions are personalized,convenient and easy,safe andtrustworthy,affordable,transparent and fai

183、r.Increasing Diversity of Use Cases and Frequency for Our ConsumersWe believe the breadth and quality of our products drive consumers to use Klarna for more of their purchases andacross additional verticals over time.As our markets mature and consumers use our network for longer,the averageconsumer

184、purchase frequency typically increases.Similarly,purchases across verticals also generally become morediversified over time.Better for MerchantsWe believe we are revolutionizing commerce for merchants,enabling them to succeed on every mission-criticalbusiness priority.Our Merchant SolutionsOur merch

185、ant solutions enable merchants to grow their businesses and attract,engage and retain customers bypartnering with Klarna.Numerous Channels to Connect to Our Consumers.Merchants around the world can connect to our networkthrough a single shared API and gain access to our consumers nearly instantly.We

186、 offer multiple channels formerchants to connect to our network both online and offline,including embedding Klarna payment options atcheckout on their websites or in apps,on the Klarna app,by accepting the Klarna card,in-store solutions and afull checkout experience that also accepts other payment o

187、ptions.Merchant Enablement and Growth Tools.We provide merchants with several merchant tools that helpaccelerate the growth of their businesses.We offer a host of solutions that drive conversion at checkout,suchas on-site messaging,which promotes Klarna as a payment method,express checkout,which pro

188、vides a one-click purchase experience,and merchant offers,which promote products and services selected by themerchant.We also operate a merchant122025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm26/429portal that organizes various tasks f

189、or business management such as daily sales overviews or customizedsettlement reports.Advertising to Help Merchants Better Connect with Consumers.We have developed highly differentiatedadvertising solutions that allow merchants to reach and engage high-intent consumers in a commerce-centricenvironmen

190、t.Our merchant solutions provide better conversion rates,new customers,higher AOVs,fair fees,full brand controland rich data insights.Proprietary Data,Technology Platform and AI StrategySince 2005,Klarna has been a constant innovator in our industry.We were a first mover in the“buy now,pay later”spa

191、ce,built a disruptive brand when we obtained our banking license,integrated“pay anywhere”into the Klarna appand leveraged our data to develop highly differentiated advertising solutions.Today,we are among the very first to adoptAI,which we use to improve consumer personalization as well as achieve i

192、nternal efficiencies.Consumer Data at the Core of Our Technology PlatformThe strong trust and engagement we have earned from our consumers and merchants give us a unique dataadvantage.This data powers our understanding of intent,purchase history and consumer profiles.Our Single,Cloud-Based Technolog

193、y PlatformBecause we operate a single cloud-based platform,our consumer and merchant solutions are highly scalable andsecure.This underlying technology enables merchants around the world to connect to our network through a singleshared API and gain access to our millions of consumers nearly instantl

194、y.We prioritize building our own technology andinvesting in extraordinary engineering talent.We Are an AI-Powered CompanyWe believe that society will experience vast changes that will be powered by AI.Accordingly,we are utilizing AI totransform commerce.We harness AI for the benefit of consumers,mer

195、chants and our employees.AI makes us moreproductive and efficient.As of August 31,2024,96%of our employees used generative AI in their daily work,accordingto our internal data gathered from OpenAI and our internal AI tools.Generative AI Improves Merchant Conversion and Accelerates Our Revenue.We pre

196、sent consumers withAI-powered personalized shopping feeds that allow them to discover dynamic and personalized brand,productand creator recommendations.We have also developed an AI shopping assistant that enables merchants tomake strategic product recommendations to consumers.Generative AI Streamlin

197、es the Consumer Experience and Reduces Our Costs.In February 2024,welaunched our AI assistant in partnership with OpenAI,available in the Klarna app.This chatbot enhancesconsumer shopping and payment experiences and manages various tasks,such as multilingual customerservice and refunds and returns.M

198、L Supplements Our Credit Underwriting.ML enhances our high-frequency,large-scale and real-timeunderwriting,which helps drive conversion rates and minimizes credit losses.Generative AI Enhances Our Productivity and Drives Increasing Efficiency.We use AI to increaseproductivity within our engineering

199、and operational teams.As of April 2025,78%of our engineers and datascientists connected to their work software an AI copilot that can create and review code(based on dataexported from the AI copilot).Our legal teams use AI to expedite132025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/20

200、03292/000162828025026990/klarnagroupplcf-1a.htm27/429document review.We also use AI to minimize external vendor costs.Additionally,we operate an internalknowledge chatbot,which we call Kiki,that helps employees find information in real time across internalsystems.These internal applications of AI ha

201、ve dramatically increased our average revenue per employee inrecent periods.Our Growth StrategiesOur vision is a world where Klarna empowers everyone,everywhere,through seamless commerce experiencesasa personalized,trusted assistant making financial empowerment effortless.Success in the future will

202、belong to globalcompanies with lean technology and best-in-class customer acquisition models.We believe the foundations of ournetwork that we have built and our strategic initiatives position us to deliver on this vision.Our strategic priorities to fuel our future growth include:Klarna at Every Chec

203、kout.We seek to continue to grow the number of merchants on our network and enabletheir success.Leverage our proven global go-to-market merchant strategy.Deepen our partnerships with PSPs.Expand into new verticals.Partner with digital walletsseamless integration with Apple Pay and Google Pay.Enter n

204、ew geographical markets.Klarna Card in Every Wallet.We envision Klarna becoming the default payment method for our millions ofactive Klarna consumers and future consumers.With the Klarna card,we are making it easier for consumers toenjoy our popular flexible payment options,both online and offline.N

205、ext-Generation Digital Financial Services.Klarna is integrated across a global ecosystem of serviceproviders,which enhances our consumer offering.Traditional players,in turn,sit in silos,which limits theirconsumer offering.We partner with PSPs,traditional banks,card networks,commerce enablers,techno

206、logypartners,merchants and shipping and return logistics providers to improve the commerce experience for ourconsumers.This breadth of our ecosystem,coupled with our extensive portfolio of licenses and regulatoryauthorizations,allows us to provide consumer services that others cannot,such as instant

207、 refunds,cashback,real-time debit or order and return tracking.Our financial services are provided digital-first and are automated.They are insight-rich,transparent and fair.These features save consumers time and money and effortlessly putthem in control of their finances.Klarnas Personal Shopping a

208、nd Money Assistant.We are redefining lifestyle services by becoming thegenuine partner that truly enhances the everyday shopping experiences of our consumers.Leveraging our unique insights from proprietary data,including first-party,SKU-level data,we offerpersonalized services that act as a true uti

209、lity for consumers.This deep understanding enables us to tailorindividualized offers for goods and services today and,in the future,we expect to expand into personalizedfinancial services.Our AI-powered personal assistant is at the heart of this transformation,making the consumer journey botheffortl

210、ess and joyful.Consumers gain access to premium features through subscription services,enhancing their lifestyle whileenjoying convenience and savings.142025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm28/429AI-Powered Efficiency.AI allow

211、s us to drive scale efficiencies greater than what was previously thoughtpossible,allowing our deep talent pool to focus on innovation and growth.Corporate ReorganizationIn May 2024,we redomiciled our parent company from Sweden to the U.K.by way of a share-for-share exchange.Pursuant to the share-fo

212、r-share exchange,shareholders of Klarna Holding AB exchanged their shares for an equalnumber of shares in Klarna Group plc.As a result of our corporate reorganization,Klarna Group plc became ourultimate holding company and the parent company of Klarna Holding AB.See“Description of Share Capital and

213、Articlesof AssociationCorporate Reorganization.”Recent DevelopmentsOnePay PartnershipIn March 2025,we entered into a customer installment program agreement(the“OnePay Partnership Agreement”)with OneProgress Services LLC(“OnePay”),a consumer-oriented financial technology company majority-owned byWalm

214、art Inc.,a people-led,tech-powered omnichannel retailer(“Walmart”).Pursuant to the OnePay PartnershipAgreement,we will exclusively offer our Fair Financing product to Walmarts U.S.customers and members both onlineand in-store.As a result,alternative interest-bearing payment solutions of our competit

215、ors will no longer be available atcheckout at Walmart.Beginning in the second half of 2025,our Fair Financing products will be made available at checkout online and in-store through OnePays platform,which is directly integrated into Walmarts physical and digital distribution channels.Once approved f

216、or our financing products,Walmarts U.S.customers will be able to choose from a range of repaymentterms from three to 36 months.Concurrently with the OnePay Partnership Agreement,we issued warrants to a subsidiary of OnePay to acquire15,343,932 of our ordinary shares(the“OnePay warrants”).The OnePay

217、warrants will vest over a period of five years,beginning with 2,640,000 warrants vesting on launch,with the remainder vesting quarterly in equal installments.Corporate InformationWe are a public company with limited liability incorporated pursuant to the laws of England and Wales on November7,2022 a

218、s Klarna UK II PLC and renamed as Klarna Group plc on December 13,2023.We are registered with theRegistrar of Companies in England and Wales under number 14467769.Our registered office is located at 10 YorkRoad,London SE1 7ND,United Kingdom,and the telephone number at that office is+44 8081 893 333.

219、Our banking operations in the EEA are conducted through Klarna Bank AB.Klarna Bank AB was incorporated as apublic limited company with the legal name Kreditor Finans AB under Swedish law on September 5,2007,with thecompany number 556737-0431.After its incorporation,Kreditor Finans AB changed its leg

220、al name to Klarna Finans ABand,following the receipt of a license to carry out banking activities under the supervision of the SFSA,subsequentlychanged its legal name to Klarna Bank AB on June 19,2017.Klarna Bank AB is a subsidiary of Klarna Holding AB.As aresult of our corporate reorganization in M

221、ay 2024,Klarna Holding AB and Klarna Bank AB became indirect subsidiariesof Klarna Group plc.Our main U.S.subsidiary is Klarna Inc.,a Delaware corporation.Its principal office is located at 800 N.High St.,Ste.400,Columbus,Ohio 43215,and the telephone number at that office is+1(844)552 7621.Our websi

222、te address is .We have included our website address in this prospectus solely as aninactive textual reference.Information contained on,or that can be accessed through,our website is not incorporated byreference into this prospectus or the registration statement of which it152025/5/22 09:38Documentht

223、tps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm29/429forms a part,and you should not consider information on our website to be part of this prospectus or the registrationstatement of which it forms a part.Our agent for service of process in the United States is

224、 Klarna Inc.Risk Factors SummaryInvesting in our ordinary shares involves risks.You should carefully consider the risks described in the section titled“Risk Factors”before making a decision to invest in our ordinary shares.If any of the following risks actually occur,ourbusiness,results of operation

225、s,financial condition and future prospects could be materially and adversely affected.Inthat event,the market price of our ordinary shares could decline,and you could lose part or all of your investment.The following is a summary of some of the principal risks we face:Risks Related to Our Business a

226、nd IndustryOur success depends on our ability to attract additional merchants,to retain and grow our relationships with ourexisting merchants and to continue enabling merchant success.We may fail to grow our consumer base and retain and grow our relationships with our existing consumers.We may be fo

227、und to be operating without necessary licenses or other regulatory authorizations or fail to complywith requirements of the authorizations that we hold.We partner with card networks,PSPs and other participants in the payments ecosystem to operate our network.We may not be able to maintain or expand

228、our arrangements with such participants and if our existingarrangements are suspended or terminated,we may be unable to establish alternative arrangements onfavorable terms,if at all.We may fail to promote,protect and maintain our brand.We have a recent history of incurring losses and may not be suc

229、cessful in effectively balancing growth andprofitability in the future.We operate in an industry of substantial and increasingly intense competition and may be unable to competesuccessfully.The success and growth of our business depends upon our ability to keep up with rapid technologicaldevelopment

230、s and continuously innovate and develop new products,technologies and services.Our business depends on our ability to attract and retain highly skilled employees.Our use and provision of AI-powered solutions could lead to operational or reputational damage,competitiveharm,legal and regulatory risk a

231、nd additional costs.We may be unable to maintain our funding model based on consumer deposits or otherwise maintain,renew orreplace our other funding arrangements.The success of our business depends on our underwriting process and our ability to accurately price consumercredit risk.We may fail to gr

232、ow our advertising revenue.If loans facilitated through our network do not perform,or significantly underperform,we may incur credit losses.162025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm30/429We may fail to successfully implement,mai

233、ntain and improve our risk management policies,procedures andmethods.Our results depend on prominent presentation,integration and support of our network by our merchants.We rely on third parties and their systems for a variety of services,and these third parties failure to performthese services adeq

234、uately could materially and adversely affect our business.To support our network and operations,we partner with banks in different geographies.Our arrangements withthem may be terminated and we may be unable to replace the commitments of our partner banks.Our expansion efforts may not be successful

235、or may subject us to increased risks.We may fail to accurately detect and prevent fraud.We may be adversely affected by negative publicity about us,including our current or former directors,executive officers or major shareholders,or our industry.We have identified a material weakness in our interna

236、l control over financial reporting and may identifyadditional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls.Risks Related to Our Regulatory EnvironmentOur business is subject to extensive,complex and changing laws and regulations and related

237、 supervision,inquiries and examination.Changes to capital adequacy,liquidity and similar regulatory requirements may adversely affect us.We are obligated to comply with anti-money laundering(“AML”)and countering the financing of terrorism(“CFT”)laws and regulations.We are subject to various consumer

238、 protection laws.Risks Related to Intellectual Property,Data Privacy and CybersecurityWe may fail to comply with our obligations under license and technology-related agreements.We may be unable to sufficiently obtain,maintain,protect or enforce our intellectual property and otherproprietary rights.W

239、e rely on third-party intellectual property.We cannot guarantee that such intellectual property will continue tobe available.There can be no assurance that our products,services and platforms will not infringe on the intellectual propertyrights of others.We are subject to complex and evolving laws,r

240、egulations,rules,standards,contractual obligations and otherrequirements regarding data privacy and cybersecurity.We or our third-party providers may fail to protect confidential information,including personal information and/orexperience data breaches or other cybersecurity incidents.172025/5/22 09

241、:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm31/429Risks Related to This Offering and Ownership of Our Ordinary SharesThe multi-class structure of our share capital has the effect of concentrating voting control with thoseshareholders who held ou

242、r share capital prior to this offering,including our Co-Founder and Chief ExecutiveOfficer,which will limit your ability to influence the outcome of matters submitted to our shareholders forapproval,may result in additional future dilution of your voting and economic power and may adversely affectth

243、e value of your ordinary shares.Substantial future sales of our ordinary shares in the public market could cause the trading price of our ordinaryshares to fall.Requirements associated with being a public company in the United States will require significant resources andmanagement attention.As a fo

244、reign private issuer,we are subject to different U.S.securities laws and rules than a domestic U.S.issuer,which may limit the information publicly available to our shareholders.We may lose our foreign private issuer status,which would then require us to comply with the Exchange Actsdomestic reportin

245、g regime and cause us to incur additional legal,accounting and other expenses.Implications of Being a Foreign Private IssuerUpon consummation of this offering,we will report under the Exchange Act as a non-U.S.company with foreignprivate issuer status.This means that,as long as we qualify as a forei

246、gn private issuer under the Exchange Act,we willbe exempt from certain provisions of the Exchange Act that are applicable to U.S.domestic public companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of asecurity registered u

247、nder the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their share ownership and tradingactivities and liability for insiders who profit from trades made in a short period of time;andthe rules under the Exchange Act requiring the filing with the SEC of qu

248、arterly reports on Form 10-Q containingunaudited financial and other specified information,or current reports on Form 8-K upon the occurrence ofspecified significant events.In addition,foreign private issuers are not required to file their annual report on Form 20-F until four months after theend of

249、 each fiscal year,while U.S.domestic public companies that are accelerated filers are required to file their annualreport on Form 10-K within 75 days after the end of each fiscal year.Foreign private issuers are also exempt fromRegulation FD(Fair Disclosure),which is aimed at preventing issuers from

250、 making selective disclosures of materialinformation.Accordingly,there may be less publicly available information concerning us than there is for U.S.domesticpublic companies.In addition,NYSE listing rules allow foreign private issuers,such as us,to follow“home country”corporategovernance practices

251、in lieu of the otherwise applicable corporate governance standards of the NYSE.While we expectto voluntarily follow many NYSE corporate governance rules,we intend to take advantage of certain exemptions,including,but not limited to,exemptions from:the requirement to obtain shareholder approval for c

252、ertain issuances of securities,including shareholderapproval of equity compensation or purchase plans or other equity compensation arrangements.We will followEnglish law with respect to any requirement to obtain shareholder approval in connection with such issuances;182025/5/22 09:38Documenthttps:/w

253、ww.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm32/429the requirement that there be regularly scheduled meetings of only the independent directors at least twice ayear.There is no similar requirement under English law.As a result,our independent directors may choose t

254、omeet in executive session at their discretion;the requirement to disclose within four business days any determination to grant a waiver of the Code ofConduct(as defined herein)to directors and officers.While we intend to disclose any amendments to our Codeof Conduct,or waivers of its requirements,o

255、n our website or in public filings under the Exchange Act,Englishlaw does not prescribe a specific timeline for such disclosure;andthe quorum requirements applicable to meetings of shareholders.Such quorum requirements are not prescribedby English law.In accordance with generally accepted business p

256、ractice,our amended and restated articles ofassociation and the Companies Act provide alternative quorum requirements that are generally applicable tomeetings of shareholders.Accordingly,our shareholders will not have the same protections afforded to shareholders of companies that aresubject to all

257、of the corporate governance requirements of the NYSE.See“ManagementForeign Private IssuerStatus.”We may utilize the exemptions described above for as long as we continue to qualify as a foreign private issuer.Wewould cease to be a foreign private issuer at such time as more than 50%of our outstandin

258、g voting securities are heldby U.S.residents and any of the following three circumstances applies:(i)the majority of our executive officers ordirectors are U.S.citizens or residents;(ii)more than 50%of our assets are located in the United States;or(iii)ourbusiness is administered principally in the

259、United States.In this prospectus,we have taken advantage of certain of the reduced reporting requirements as a result of being aforeign private issuer.Accordingly,the information contained herein may be different than the information you receivefrom other public companies in which you hold equity se

260、curities.192025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm33/4292025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm34/429THE OFFERINGIssuerKlarna Group plc,a public limited com

261、panyincorporated under the laws of England and Wales.Ordinary shares offered by us ordinary shares.Ordinary shares offered by us and the sellingshareholders ordinary shares.Option to purchase additional ordinary sharesUp to additional ordinary shares,which theunderwriters may purchase from us and th

262、e sellingshareholders within 30 days of the date of thisprospectus,at the public offering price,lessunderwriting discounts and commissions,on the sameterms as set forth in this prospectus.Ordinary shares to be issued and outstanding after thisoffering ordinary shares(or ordinary shares if theunderwr

263、iters option to purchase additional ordinaryshares is exercised in full).Class B shares to be issued and outstanding after thisoffering Class B shares(or Class B shares if theunderwriters option to purchase additional ordinaryshares is exercised in full).Class C shares to be issued and outstanding a

264、fter thisoffering 0 Class C shares.212025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm35/429Voting rightsEach ordinary share is entitled to one vote.Each ClassB share is entitled to ten votes.Each Class C share willbe entitled to ten vote

265、s.Holders of our ordinary shares,Class B shares andClass C shares will generally vote together as a singleclass,unless otherwise required by law.As a result,immediately following the completion of thisoffering,our current shareholders(who will receiveClass B shares in respect of their ordinary share

266、simmediately prior to the completion of this offering)willhold%of the voting power of our outstandingordinary shares and Class B shares,with our directors,executive officers and holders of 5%or more of anyclass of our voting securities and their respectiveaffiliates holding in the aggregate%of the v

267、otingpower of our ordinary shares and Class B shares.Because of the ten-to-one voting ratio between ourClass B shares and ordinary shares,respectively,theholders of our Class B shares will continue to control amajority of the combined voting power of our sharecapital and therefore will be able to co

268、ntrol all matterssubmitted to our shareholders for approval.In addition,future issuances of Class C shares(including followingthe exercise of options to acquire Class C shares)toMr.Siemiatkowski may further concentrate control inthe hands of our existing shareholders.See the section titled“Descripti

269、on of Share Capital andArticles of Association”included elsewhere in thisprospectus for additional information about our multi-class share capital structure.222025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm36/429Use of proceedsWe estima

270、te that the net proceeds to us from thisoffering will be approximately$(or$if theunderwriters option to purchase additional ordinaryshares is exercised in full)based on the initial publicoffering price of$per ordinary share,which is themidpoint of the estimated price range set forth on thecover page

271、 of this prospectus,after deductingunderwriting discounts and commissions and offeringexpenses payable by us.The principal purposes of this offering are to create apublic market for our ordinary shares and enableaccess to the public equity markets for us and ourshareholders.We intend to use the net

272、proceeds fromthis offering for general corporate purposes,includingworking capital,operating expenses and capitalexpenditures.We will not receive any proceeds from the sale of ourordinary shares in this offering by the sellingshareholders.See“Use of Proceeds”for more information.Dividend policyWe ha

273、ve never declared or paid cash dividends on ourordinary shares.We currently intend to retain any futureearnings to fund the operation and expansion of ourbusiness,and we do not expect to declare or pay anydividends for the foreseeable future.Any futuredetermination to declare cash dividends will be

274、made atthe discretion of our board of directors,subject toapplicable laws,and will depend on a number offactors,including our financial condition,results ofoperations,capital requirements,contractualrestrictions,general business conditions and otherfactors that our board of directors may deem releva

275、nt.See“Dividend Policy.”ListingWe have applied to list our ordinary shares on theNYSE under the symbol“KLAR.”Risk FactorsSee“Risk Factors”and the other information includedin this prospectus for a discussion of factors you shouldconsider before deciding to invest in our ordinaryshares.Unless otherwi

276、se indicated or context otherwise requires,all information contained in this prospectus assumes orgives effect to:the Share Split;the Class B Bonus Issue and the Class B Redesignation(each,as defined below);the filing and effectiveness of our amended and restated articles of association,which will o

277、ccur immediatelyprior to the completion of this offering;no exercise of the option granted to the underwriters to purchase up to additional ordinary shares to coverover-allotments,if any,in connection with this offering;232025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/00016282

278、8025026990/klarnagroupplcf-1a.htm37/429no purchase of ordinary shares in this offering by our directors,officers or existing shareholders;andthe initial public offering price of$per ordinary share,which is the midpoint of the estimated price rangeset forth on the cover page of this prospectus.The nu

279、mber of ordinary shares that will be issued and outstanding after this offering of is based on365,445,384 ordinary shares issued and outstanding as of March 31,2025,and includes:ordinary shares to be issued and sold by us in this offering;1,948,166 ordinary shares issued after March 31,2025 in excha

280、nge for shares of certain of our subsidiariesawarded to our employees,including our executive officers,prior to,and outstanding as of,March 31,2025;ordinary shares(which number assumes the initial public offering price of$per ordinary share,which is the midpoint of the estimated price range set fort

281、h on the cover page of this prospectus)to be issued inconnection with the completion of this offering in exchange for ordinary shares of Larkan(such ordinary shares,“Larkan shares”)originally issued prior to March 31,2025 upon vesting of RSUs awarded to our employees,including our executive officers

282、,the number of which depends on the initial public offering price per our ordinaryshare in this offering;ordinary shares(which number assumes the initial public offering price of$per ordinary share,which is the midpoint of the estimated price range set forth on the cover page of this prospectus)to b

283、e issued inconnection with the completion of this offering in exchange for Larkan shares originally issued after March 31,2025 upon vesting of RSUs awarded to our employees,including our executive officers,the number of whichdepends on the initial public offering price per our ordinary share in this

284、 offering;ordinary shares granted to our employees,including our executive officers,after March 31,2024;ordinary shares issued after March 31,2025 upon exercise of share warrants and options to purchaseour ordinary shares issued prior to,and outstanding as of,March 31,2025;and ordinary shares issued

285、 after March 31,2025 upon exercise of share warrants and options to purchaseour ordinary shares issued after March 31,2025(such issuances,other than the issue and sale of ordinary shares by us in this offering,collectively,the“Subsequent2025 Share Issuances”).The number of ordinary shares that will

286、be issued and outstanding after this offering excludes:ordinary shares(which number assumes the initial public offering price of$per ordinary share,which is the midpoint of the estimated price range set forth on the cover page of this prospectus)issuable inexchange for Larkan shares issuable upon ve

287、sting of RSUs that were awarded to our employees,including ourexecutive officers,prior to,and outstanding as of,March 31,2025(the number of which(i)reflects the forfeitureand vesting of an aggregate of RSUs after that date and(ii)gives effect to tax withholding of Larkan sharesto satisfy associated

288、estimated income tax obligations at an assumed%tax withholding rate,which is theestimated blended tax rate applicable to such RSU holders);ordinary shares(which number assumes the initial public offering price of$per ordinary share,which is the midpoint of the estimated price range set forth on the

289、cover page of this prospectus)issuable inexchange for Larkan shares issuable upon vesting of RSUs awarded to our employees,including our executiveofficers,after March 31,2025(the number of which242025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf

290、-1a.htm38/429gives effect to tax withholding of Larkan shares to satisfy associated estimated income tax obligations at anassumed%tax withholding rate,which is the estimated blended tax rate applicable to such RSU holders);ordinary shares(which number assumes the initial public offering price of$per

291、 ordinary share,which is the midpoint of the estimated price range set forth on the cover page of this prospectus)issuable inexchange for Larkan shares issued after March 31,2025 upon vesting of RSUs awarded to our employees,including our executive officers;ordinary shares issuable upon exercise of

292、share warrants and options issued by us prior to,andoutstanding as of,March 31,2025,including the OnePay warrants,with a weighted average exercise price of$and a weighted average remaining life of years,of which are currently exercisable,or will becomeexercisable within 60 days from the completion o

293、f this offering,and have exercise prices below$perordinary share,which is the midpoint of the estimated price range set forth on the cover page of this prospectus;ordinary shares issuable upon exercise of share warrants and options issued by us after March 31,2025,with a weighted average exercise pr

294、ice of$and a weighted average remaining life of years,ofwhich are currently exercisable,or will become exercisable within 60 days from the completion of thisoffering,and have exercise prices below$per ordinary share,which is the midpoint of the estimated pricerange set forth on the cover page of thi

295、s prospectus;ordinary shares issuable upon exercise of share warrants issued by our subsidiary prior to,andoutstanding as of,March 31,2025(the number of which reflects the forfeiture of share warrants andoptions after that date),with a weighted average exercise price of$and a weighted average remain

296、ing lifeof years,of which are currently exercisable,or will become exercisable within 60 days from thecompletion of this offering,and have exercise prices below$per ordinary share,which is the midpoint ofthe estimated price range set forth on the cover page of this prospectus;ordinary shares issuabl

297、e upon exercise of Class C options,of which(i)Class C options arecurrently exercisable,or will become exercisable within 60 days from the completion of this offering,and havean exercise price of$per ordinary share,and(ii)Class C options are not currently exercisable andwill not become exercisable wi

298、thin 60 days from the completion of this offering,and have an exercise price of$per ordinary share;and ordinary shares reserved for issuance under our existing equity incentive plans and our long-termequity incentive plan to be adopted in connection with this offering,as more fully described under“E

299、xecutiveand Director RemunerationNew Equity Incentive Plan.”The number of Class B shares that will be issued and outstanding after this offering of is based on no Class Bshares issued and outstanding as of March 31,2025 and gives effect to(i)the issuance by us of Class B sharesto holders of our ordi

300、nary shares immediately prior to the completion of this offering(the“Class B Bonus Issue”)and(ii)the conversion of Class B shares of the selling shareholders into deferred shares,which number relates to thenumber of ordinary shares sold by such selling shareholders in this offering and assumes that

301、ordinary shares willbe sold by the selling shareholders in this offering(the“Class B Redesignation”).252025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm39/429SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATAThe consolidated statement of profi

302、t and loss data for the years ended December 31,2024,2023 and 2022 havebeen derived from our audited consolidated financial statements included elsewhere in this prospectus.Theconsolidated statement of profit and loss data for the three months ended March 31,2025 and 2024 and consolidatedbalance she

303、et data as of March 31,2025 have been derived from our interim condensed consolidated financialstatements included elsewhere in this prospectus.These interim condensed consolidated financial statements areunaudited and,in the opinion of management,reflect all normal recurring adjustments necessary t

304、o fairly present thefinancial position,results of operations,and cash flows for the periods presented.We prepare our consolidated financialstatements in accordance with IFRS as issued by the IASB.Historical results for any prior period are not necessarilyindicative of results expected in any future

305、period.The following summary consolidated financial information and other data should be read in conjunction with thesection titled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and ourconsolidated financial statements,including the notes thereto,included elsew

306、here in this prospectus.Where applicable,share and per share data in the table below has been retroactively adjusted to give effect to the Share Split.Consolidated Statement of Profit and Loss DataFor the Three Months Ended March31,For the Year Ended December 31,20252024202420232022(in$millions,exce

307、pt for per share amounts)RevenueTransaction and service revenue$519$486$2,136$1,768$1,468 Interest income182 157 675 508 436 Total revenue$701$643$2,811$2,276$1,904 Processing and servicing costs$(164)$(136)$(596)$(541)$(520)Consumer credit losses(136)(117)(495)(353)(550)Funding costs(130)(113)(503)

308、(297)(147)Technology and productdevelopment(115)(99)(444)(389)(430)Sales and marketing(91)(79)(328)(381)(531)Customer service and operations(51)(57)(203)(240)(287)General and administrative(94)(51)(281)(270)(320)Depreciation,amortization andimpairments(10)(19)(82)(128)(99)Total operating expenses$(7

309、91)$(671)$(2,932)$(2,599)$(2,884)Operating loss$(90)$(28)$(121)$(323)$(980)Other income(expense)$(2)$3$154$19$(58)Profit(loss)before taxes$(92)$(25)$33$(304)$(1,038)Tax(expense)benefit(7)(5)(12)60 3 Net profit(loss)$(99)$(30)$21$(244)$(1,035)Net profit(loss)attributable toshareholders of Klarna Grou

310、p plc$(101)$(31)$3$(249)$(1,038)Net profit(loss)per shareattributable to shareholders ofKlarna Group plc(1)262025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm40/429Basic$(0.26)$(0.09)$0.01$(0.69)$(3.09)Diluted$(0.26)$(0.09)$0.01$(0.69)$(3

311、.09)_(1)See Note 19“Net loss per share”to our interim condensed consolidated financial statements and Note 26“Net profit(loss)per share”to ourconsolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted netloss per ordin

312、ary share and the weighted average number of ordinary shares used in the computation of the per share amounts.Consolidated Balance Sheet Data:As of March 31,2025 ActualAs Adjusted(in$millions)Cash and cash equivalents$4,105 Consumer receivables8,124 Total assets15,526 Consumer deposits10,843 Total l

313、iabilities13,183 Total equity excluding non-controlling interests2,188 _(1)As adjusted amounts give effect to(i)the Subsequent 2025 Share Issuances;(ii)the Class B Bonus Issue;(iii)the sale and issuance by usof ordinary shares in this offering,based upon the assumed initial public offering price of$

314、per ordinary share,which isthe midpoint of the price range set forth on the cover page of this prospectus,and after deducting estimated underwriting discounts andcommissions and estimated offering expenses payable by us;and(iv)the Class B Redesignation.Key Business MetricsThe following table sets ou

315、t our key business metrics as of and for the periods indicated.We review these keybusiness metrics to evaluate our business,measure our performance,identify trends affecting our business,formulatebusiness plans and make strategic decisions.In addition,these additional business metrics are presented

316、to assistinvestors in better understanding our business and how it operates.See“Managements Discussion and Analysis ofFinancial Condition and Results of OperationsKey Business Metrics.”As of,or for the Three MonthsEnded,March 31,As of,or for the Year Ended,December 31,20252024202420232022GMV(in$mill

317、ions)25,274 23,787 105,015 92,465 82,837 Year-over-year change(in%)6%N/A14%12%N/AYear-over-year change on alike-for-like basis*(in%)13%N/A15%N/AN/ANumber of Active KlarnaConsumers(in millions)99 84 93 84 79 Year-over-year change(in%)18%N/A11%6%N/AARPAC(in$)29 29 30 27 24 Year-over-year change(in%)n.

318、m.N/A11%13%N/AYear-over-year change on alike-for-like basis*(in%)3%N/A13%N/AN/ATransaction Margin Dollars(in$millions)271 277 1,217 1,085 687 Year-over-year change(in%)(2)%N/A12%58%N/AYear-over-year change on alike-for-like basis*(in%)6%N/A14%N/AN/A(1)(1)(2)(3)(4)272025/5/22 09:38Documenthttps:/www.

319、sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm41/429_(1)We define GMV measured for a period as the total monetary value of all completed purchases on our network over a period,excluding anyadditional fees(such as interest,reminder or other fees)and any subsequent actio

320、ns(such as returns,settlements and disputes).(2)We define active Klarna consumers as consumers who have made a purchase or a payment using a Klarna-branded product or logged into theKlarna app within the past 12 months,calculated as of the end of that 12-month period.(3)We define ARPAC as our total

321、revenue in a period divided by the number of active Klarna consumers over that period.(4)We define Transaction margin dollars as total revenue less total transaction costs,which consist of processing and servicing costs,consumercredit losses and funding costs.Transaction margin dollars is a non-IFRS

322、 measure.See“Non-IFRS Financial Measures”below and“Managements Discussion and Analysis of Financial Condition and Results of OperationsNon-IFRS Financial Measures.”Note:Our key business metrics presented in the table above include transactions processed through KCO.Adjusted for the sale of KCO,our k

323、eybusiness metrics equal in the first quarter of 2024 and the full year 2024,2023 and 2022,respectively:(1)GMV:$22,900 million,$102,455 million(16%year-over-year change),$88,665 million(12%year-over-year change)and$79,161 million;(2)ARPAC:$29,$30(14%year-over-yearchange),$26(14%year-over-year change

324、)and$23;and(3)Transaction margin dollars:$260 million,$1,189 million(17%year-over-yearchange),$1,016 million(66%year-over-year change)and$613 million.The divestment of KCO does not affect the number of active Klarnaconsumers nor any fiscal period subsequent to the fourth quarter of 2024 when the sal

325、e of KCO was completed.*Year-over-year change on a like-for-like basis is calculated by adjusting the relevant metric for(1)the sale of KCO and(2)the impact of foreigncurrency fluctuations.The impact of foreign currency fluctuations is calculated by translating the reported amounts in the current pe

326、riod using theexchange rates in use during the comparative prior period.We present like-for-like changes in our metrics when one of the comparative periodsis,or includes,the fourth quarter of 2024,the period in which the sale of KCO was finalized.n.m.=not meaningfulNon-IFRS Financial MeasuresFor the

327、 Three Months Ended March31,For the Year Ended December 31,20252024202420232022(in$millions,except for percentages)Transaction Margin Dollars$271$277$1,217$1,085$687 Transaction Margin39%43%43%48%36%Adjusted Operating Profit(Loss)$3$15$181$(49)$(726)Adjusted Operating Margin0.4%2.3%6.4%(2.2)%(38.1)%

328、Note:In the first quarter of 2024 and the full year 2024,2023 and 2022,KCO contributed$17 million,$50 million,$72 million and$75 million to ourTransaction margin dollars.We use certain non-IFRS financial measures to supplement our consolidated financial statements,which arepresented in accordance wi

329、th IFRS.These non-IFRS financial measures include Transaction margin dollars,Transaction margin,Adjusted operating profit(loss)and Adjusted operating margin.We use these non-IFRS financialmeasures to facilitate the review of our operational performance and as a basis for strategic planning.We also p

330、resentperiod-over-period changes in certain metrics on a like-for-like basis,which are calculated by adjusting the applicablemetric for(1)the sale of KCO and(2)the impact of foreign currency fluctuations.The impact of foreign currencyfluctuations is calculated by translating the reported amounts in

331、the current period using the exchange rates in useduring the comparative prior period.We believe that these non-IFRS financial measures are useful to investors and others because they allow investorsto supplement their understanding of our financial trends and evaluate our ongoing and future perform

332、ance in the samemanner as management.However,there are several limitations related to the use of non-IFRS financial measures asthey reflect the exercise of judgment by our management about which expenses are excluded or included in determiningthese non-IFRS measures.These non-IFRS measures should be

333、 considered in addition to,not as a substitute for or inisolation from,our financial results prepared in accordance with IFRS.Other companies,including companies in our282025/5/22 09:38Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025026990/klarnagroupplcf-1a.htm42/429industry,may calculate these non-IFRS(or similar non-GAAP)financial measures differently or not at all,which redu