1、2025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm1/396F-1 1 klarnagroupplcf-1.htm F-1As filed with the Securities and Exchange Commission on March 14,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20

2、549FORM 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 Number)(I.R.S.Employer Identific

3、ation 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,Including Zip Code,and Telep

4、hone 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 of the AmericasNew York,New

5、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 basis pursuant to Rule 415

6、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 effective registration sta

7、tement 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 offering.oIf this Form is a pos

8、t-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 is an emerging growth comp

9、any 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 complying with any new or revis

10、ed 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 April5,2012.The registrant her

11、eby 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 Section 8(a)of the SecuritiesA

12、ct 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 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm2/396

13、The 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 not an offer to sell these sec

14、urities 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 public offering of ordinary share

15、s 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 selling shareholders.Prior to

16、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“KLAR.”It is a condition toth

17、e 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 share is entitled to one vote pe

18、r 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 rights.We will issue one Class

19、 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 transferable.Following certain transfer

20、s 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 automatically convert into deferred

21、 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 in our liquidation,dissolutio

22、n 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 shares”).OurClass C shares can on

23、ly 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 ratably participate in dividends a

24、ndour 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 outstanding at any time exceed 15

25、%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 a depositary service.Class

26、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 Class C shares;(iv)if Mr.Sie

27、miatkowski 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 deferredshare.Class C shares can a

28、lso 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 share capital,see the sectiont

29、itled“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 held by an individual,a grou

30、p 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 hold%of the votingpower of ou

31、r 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 result,these shareholders,i

32、f 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 SummaryImplications of Being a Fo

33、reign Private Issuer.”Investing in our ordinary shares involves risks.See“Risk Factors”beginning on page 34 of this prospectus.Per Ordinary ShareTotalInitial public offering price$Underwriting discounts and commissions$Proceeds,before expenses,to Klarna Group plc$Proceeds,before expenses,to the sell

34、ing 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 period of 30 days from the da

35、te 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 or determined if this prospe

36、ctus 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 SecuritiesCitigroupDeutsche Bank SecuritiesSOCIETE G

37、ENERALEUBS 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 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagrouppl

38、cf-1.htm3/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm4/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm5/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/

39、data/2003292/000162828025012824/klarnagroupplcf-1.htm6/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm7/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm8/3962025/5/22 09

40、:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm9/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm10/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/00016282802

41、5012824/klarnagroupplcf-1.htm11/396TABLE OF CONTENTSPageAbout This Prospectus1Prospectus Summary4Risk Factors34Cautionary Note Regarding Forward-Looking Statements102Use of Proceeds104Dividend Policy105Capitalization106Dilution108Managements Discussion and Analysis of Financial Condition and Results

42、 of Operations111Selected Statistical Information169Business178Management243Executive and Director Remuneration250Certain Relationships and Related Party Transactions256Principal and Selling Shareholders259Description of Share Capital and Articles of Association265Ordinary Shares Eligible for Future

43、 Sale287Material Tax Considerations289Underwriting297Expenses of the Offering312Legal Matters313Experts313Where You Can Find Additional Information314Enforceability of Civil Liabilities315Index to Consolidated Financial StatementsF-1Neither we,the selling shareholders nor any of the underwriters hav

44、e 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 responsibility for,and canprovide no a

45、ssurance 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 is accurate only as of the date of th

46、is 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 we,the selling shareholders nor any

47、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 possession of this prospectus must i

48、nformthemselves 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 effecting transactions inthese securities,whe

49、ther 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 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/20

50、03292/000162828025012824/klarnagroupplcf-1.htm12/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm13/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm14/396ABOUT THIS PROSP

51、ECTUSCorporate 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 Share Capital and Articles of Association

52、Corporate 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 otherwise requires,in this prospectus,“Klarna,

53、”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 limited company incorporatedunder the la

54、ws 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 year ends on December 31 of each year.We pr

55、esent 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 operations are conducted.The results of suc

56、h 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 between IFRS and U.S.GAAP,which might be ma

57、terial 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 understanding of thedifferences between IFRS an

58、d 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 consolidated financial statements,including t

59、he 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 financial information contained in this pros

60、pectus does not constitute statutory accounts within the meaning of section 434(3)ofthe Companies Act.The 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 financial statements

61、”)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 external auditor e

62、lected 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 this12025/5/22 09:43Documenth

63、ttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm15/396prospectus 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 prep

64、ared in SEK,Klarna Holdings presentation currency.Solely for the purposes ofthis prospectus,such financial 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

65、,2019;0.1086195 for the financial information for the year ended December 31,2020;and0.1166160 for 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 prosp

66、ectus was derived from information collected for the purposes of preparing Klarna Holdings Risk Management and CapitalAdequacy Report for the year ended December 31,2024.Such information was prepared in SEK and translated by us into USD usingthe USD/SEK exchange rate of 0.0906964 in effect as of Dec

67、ember 31,2024.Non-IFRS 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 inaccor

68、dance with,IFRS.We refer 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 f

69、inancial measures and 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 ast

70、otals in some tables 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.”Trademarks,Tradenames and Service MarksThis prospectus includes trademarks,trade

71、names 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 appear withoutthe,TM and SM symbols,but the absence of those symbols is not intended to indicate,

72、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 intend our use or display of other parties trademarks,tradenames or service marks to imply,and suc

73、h use ordisplay should not be construed to imply,a relationship with,or endorsement or sponsorship of us by,these other parties.22025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm16/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edga

74、r/data/2003292/000162828025012824/klarnagroupplcf-1.htm17/396PROSPECTUS SUMMARYThis summary highlights selected information that is presented in greater detail elsewhere in this prospectus.Thissummary does not contain all of the information you should consider before investing in our ordinary shares

75、.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 financial statements and notes theretoincluded elsewhere in this prospectus,before deciding to inve

76、st 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 is a world where Klarna empowers everyone,everywhere,through seamless commerce experiencesasa pers

77、onalized,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 networks in the world,measured by the number of consumers andmerchants,serving approximately 93 million ac

78、tive Klarna consumers and more than 675,000 merchants in 26 countriesas of December 31,2024,and facilitating$105 billion of GMV in 2024.Our flexible and personalized products,trustedconsumer brand,global distribution and proprietary scalable infrastructure are the foundations enabling us to becomeou

79、r consumers everyday spending and saving partner,available everywhere and for everything.Through our history,wehave consistently innovated and challenged the status quo,evolving our network from a consumer-focused paymentstool to a global commerce network that enables merchant success.Klarna was bui

80、lt to address the manifold pain points in commerce today,including inefficiency,lack of trust,prevalence of fraud,impersonal relationships between consumers and merchants and high interest and credit-relatedfees that are harmful to consumers,merchants and society at large.We began by pioneering a ne

81、w approach to online payments,designed to bridge uncertainty in the transactionsbetween consumers and merchants by providing short-term credit to consumers interest-free and accelerating growthfor merchants.Our approach leverages differentiated underwriting capabilities,utilizes bank deposits and ot

82、her low-costfunding sources and is monetized primarily by driving increased GMV for merchants on our network rather than fromonly charging interest to consumers.In 2024,99%of transactions conducted on our network were interest-free.Thisresults in lower fees,which we believe drives consumers and,in t

83、urn,our merchants,to shift more of their commerceactivity onto our network,aligning the financial success of our consumers and merchants with our long-term ambition ofdurable growth.We have also built a unique advertising solution,connecting engaged consumers to advertisers in apersonalized,commerce

84、-centric environment.Consumers come to Klarna to pay flexibly and securely,to find goods,services and experiences that are relevant tothem,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 p

85、ayments,to save them time and money and to help them worryless about their finances.This allows us to become an important growth partner for merchants of all sizes,enablingthem to grow their businesses and acquire new customers,convert more transactions with higher AOVs and retaincustomers with incr

86、eased loyalty,all while establishing and fostering personal relationships with their customers.Just ascard networks revolutionized the way merchants and consumers received and made payments decades ago,we have42025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/k

87、larnagroupplcf-1.htm18/396created a new type of network built upon fairness,sustainability and innovation,while removing intermediaries,complexity and fees along the way.We accelerate commerce by connecting consumers and merchants with comprehensive payment and tailoredadvertising solutions,both onl

88、ine and offline.Our payment options provide consumers with the choice to pay howeverthey prefer:Pay in Full settles transactions instantly,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

89、 payments over alonger period of time.We offer the benefits of both open and closed networks.We open our network to a broadconsumer 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 p

90、ayment,while retaining a direct relationship with ourconsumers.Payment options are facilitated across numerous channels,including directly 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 mercha

91、nt scale.Our 93 million active Klarna consumers are diversefroma wide range of income levels and educational backgroundsand representative of the broader population.In Sweden,our most mature market,approximately 82%of adults used Klarna in 2024,according to our estimates.Our consumersare financially

92、 responsible,tooin 2024,99%of the consumer loans that we extended were paid on time.Merchantsview Klarna as an important growth partner because of our consumer scale and global reach.Our over 675,000merchants include some of the largest global brandson average,44%of the top 100 merchants in each of

93、the majormarkets we serve,which include the United States,the U.K.,the Nordics,Germany,Austria,Belgium,Spain,France,Italy,the Netherlands and Switzerland(based on data from eCommDB and Digital Commerce 360)used Klarna inDecember 2024 to facilitate payments,while an even greater percentage(66%)advert

94、ised on our network in 2024.Ourbroad adoption across merchants contributes to our GMV diversification,with no single merchant representing morethan 10%of our GMV in any of our major markets in 2024.Through both our payment and advertising solutions,we helpour merchants attract new customers,drive hi

95、gher AOV with higher purchase frequency and offer frictionless commerceand higher conversion rates.We do all of this while allowing merchants to seamlessly integrate Klarna into their existingoperations and infrastructure,retaining full control over their brands.Klarna sits at the center of a global

96、 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 commerceexperi

97、ence 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 milliontransactions

98、 made on average per day on our network from 93 million active Klarna consumers in 2024,differentiate usfrom other networks.We are able to make underwriting decisions in seconds with our fully automated processes andunderwrite every transaction in real time.We also provide a small spending capacity

99、that gradually increases asconsumers responsibly spend more with Klarna,and clear and transparent repayment terms that encourage borrowersto repay on time.All of this distinguishes our financing solutions from market alternatives.In 2024,our average balanceper active Klarna consumer was$87(compared

100、to an average balance per credit card of approximately$6,730 in theUnited States in 2024,according to Experian),and average loan duration was approximately 40 days(compared to atypical loan duration in 2023 of more than five years at a typical Nordic bank,according to publicly available information,

101、and an average of 2.9 years of a typical U.S.personal bank loan,according to the U.S.Federal Reserve).This allows usto quickly react to market changes and efficiently manage credit risk.Our underwriting process results in credit lossesthat are generally lower than the industry average:for example,ou

102、r credit losses represented 0.47%of GMV in 2024,while the loan losses as a share of total loans averaged 3.7%for our main competitors in Sweden in 2023,based onpublicly available information of Swedish banks and payment solutions providers,and 0.77%for commercial banks inthe United States in 2023,ac

103、cording to Statista.In addition to lower credit52025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm19/396losses,we believe that our underwriting process provides more value to consumers and merchants than alternativepayment methods,which hel

104、ps drive our financial 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 guarantee consumers would pay only after they had received goods,whilealso pioneering a new approach to credit.In

105、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 financiallives.As we learned that consumers wanted to use Klarna everywhere,we launched the Klarna card in 2018.That same

106、year,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 innovation,in 2019,we started tomeaningfully scale our advertising solutions,which personalize the commerce experi

107、ence 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 commerce experience,and in 2024,introduced Klarna balance,whichmakes commerce even more effortless by allowing consu

108、mers 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 can connect via a single API.Every product we bring to market can be launched globally,allowing merchantsto rea

109、ch 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 in the Nordics,Germany and the Netherlands.By 2016,we were established in nine markets,including Austria(201

110、2),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 our operations in Europe.In 2019,westrategically decided to expand our successful operating model into additio

111、nal 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 increase in our GMV,it has also led to net losses in recent periods.In 2023,ouroperating loss started to decl

112、ine 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 decades,Klarna has been transforming the commerce landscape.Our growth strategy is an extension ofour abilit

113、y 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 brands reach.We also have a unique go-to-market strategy:bypartnering with several of the worlds largest PSP

114、s,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 Klarnas payment solutions wherever Apple Pay or Google Pay is availableonline in the United States as well a

115、s,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 of merchants directly translates to a higher share of checkout.Klarna Card in Every Wallet.We envision Klarna

116、 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.Next-Generation Digital Financial Services.Klarna is integrated across

117、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,technologypartners,merchants and shipping and return logistics providers to

118、improve the commerce experience for ourconsumers.This breadth of our ecosystem,coupled62025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm20/396with our extensive portfolio of licenses and regulatory authorizations,allows us to provide consu

119、mer servicesthat others cannot,such as instant refunds,cashback,real-time debit or order and return tracking.Our financialservices are provided digital-first and are automated.They are insight-rich,transparent and fair.These featuressave consumers time and money and effortlessly put them in control

120、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 related products that are trulyvaluable and relevant to them.Consumers gain access to premium features through

121、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 to understand personal needs and preferences.From product recommendations to managing expenses,this smart compan

122、ion 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 relationship.AI-Powered Efficiency.AI allows us to drive scale efficiencies greater than what was previously thoughtp

123、ossible,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:Compounding Network Effects.Our personalized,highly engaging consumer experiences drive consumers toour network.As mo

124、re 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,channels andgeographies,and can purchase more frequently using,and demonstrate preference for,our network.Trusted Bran

125、d,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 businesses thatprovide payments and financial services.Industry-Leading AI Adoption and Implementation.Klarna has been

126、 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 collected in 2024,and more than 5.2 billion transactions conducted throughour network since our founding.Scalable Tech

127、nology Platform.Our network is powered by a single,AI-enabled cloud-native technologyplatform that facilitates connections across the global ecosystem.Businesses ranging from PSPs,traditionalbanks,card networks and open banking providers to commerce enablers,technology partners,in-store paymentprovi

128、ders 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 Model.Our diversified revenue model,based primarily on merchantfees,aligns the interests of merchants,consumers an

129、d 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 industries,who tend to depend more heavily than us on either merchant revenueor interest income.Our banking lic

130、ense enables us to maintain a low-cost,stable funding model based onconsumer deposits.We currently offer savings accounts directly to residents of Sweden,Germany,Austria,theNetherlands,Finland,France,Belgium,Spain,Ireland,Italy and Portugal.We are also able to collect deposits inGermany,the Netherla

131、nds,France,Spain and Ireland pursuant to a partnership with a third-party deposit-takingplatform operated by Raisin.Our banking pedigree adds rigor to our underwriting processes,which aredesigned to continuously improve our credit decisioning and monitoring.72025/5/22 09:43Documenthttps:/www.sec.gov

132、/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm21/396Durable Growth Profile,with Scale Efficiencies.Our network connects millions of consumers and hundredsof thousands of merchants at scale to power global commerce.Our scale enables our efficient growth.Moreconsumers attract mo

133、re 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 driven meaningful operatingleverage in the business.In 2024,our revenue increased 24%year over year while our operating loss improvedby 63%

134、.Thanks to these competitive advantages,we believe we have a substantial opportunity to increase our market shareacross channels,geographies and verticals.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 Uni

135、ted States,according to the MarketOpportunity Study.We consider our serviceable addressable market(“SAM”)to be the$450 billion payments revenueopportunity associated with that spend,based on our average take rate in 2023.The global retail and travel spendingacross all markets(excluding China)was$30

136、trillion in 2023,according to the Market Opportunity Study.We have theopportunity to expand into new markets,to reach further into that spend opportunity.We have also scaled ouradvertising revenue from approximately$13 million in 2020 to$180 million in 2024.Digital advertising represents anadditiona

137、l approximately$475 billion market opportunity globally(excluding China)in 2023(according to the MarketOpportunity Study)that we believe we are uniquely positioned to address given our unique data from intent-drivenconsumers.Additionally,we are well positioned to build a leading presence in strategi

138、c adjacencies such as retailbanking services,given our trusted relationships with consumers,our experience and our existing banking services inselect regions,where we held$9.5 billion of consumer funds as of December 31,2024.We continuously strive todevelop innovative products and solutions for our

139、consumers and merchants to continue to grow our addressablemarkets.These network effects power our robust and compounding financial model characterized by long-term growth andexpanding margin profile.In 2024,our GMV was$105 billion,representing 14%(15%on a like-for-like basis)year-over-year growth a

140、nd our total revenue was$2,811 million,representing 24%year-over-year growth.Our 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

141、%year-over-year growth.Our net profit in 2024 was$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 a

142、nd MerchantsWe enable next-generation payments through 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 ha

143、ve built our network to directly connectconsumers 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 tha

144、n 2.5 billion SKU-level data points collected in 2024,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 merc

145、hantskey insights and services,in addition to payment processing,to facilitate more efficient commerce experiences.Ournetwork also removes middlemen from a typical transaction,resulting in lower fees for both consumers and merchants.We open our network to a broad consumer and merchant ecosystem,simi

146、lar to Visa,MasterCard and Amex,but alsobenefit from our proprietary closed-loop network where we issue,fund,process and settle the entire payment,whileretaining a direct relationship with our consumers.82025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnag

147、roupplcf-1.htm22/396Our Network Sits at the Center 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 tr

148、aditional banks,card networks and open banking providers,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

149、providers to facilitate offlinetransactions and 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

150、as well as,in the case of Apple Pay,in the U.K.,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 Netwo

151、rk Makes Klarna a Critical Growth Partner for Merchants and the PreferredCommerce Network for ConsumersWith 93 million active Klarna consumers distributed globally as of December 31,2024,Klarna provides merchantswith an extensive network and solutions for customer acquisition and loyalty,driving hig

152、her conversion and AOV as wellas improved retention.We believe that merchants and other payment ecosystem participants recognize the value thatwe bring 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

153、the globe.Similarly,consumers enjoy the benefits of searching,discovering and paying by Klarna,across our more than 675,000 merchants as of December 31,2024,knowing they willhave a positive consumer experience with our networks abundance of choice,price comparison features and paymentflexibility.We

154、Have Built Market-Leading Underwriting CapabilitiesWe 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 fina

155、ncial well-being while our merchants drive additional 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 spe

156、nd more with Klarna,and clear repayment terms that 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,

157、which provides us the ability to quickly react to 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

158、amounts of data they entrust to us.We use proprietary 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 affiliate

159、solutions to advertisers such that they can connect 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.These features,together with our vast amounts of data,allow us to

160、deliver to our merchantsmarketing attribution and better measurability 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 our application for a banklicense.This license reinforced our position

161、 as a stable,trustworthy institution92025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm23/396among our consumers and merchants.Our license enables our differentiated funding strategy by allowing us to fund94%of our financing products in 202

162、4 by utilizing 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($9.5 billion as of December 31,2024).Our busine

163、ss alsobenefits from an inherent duration gap between our consumer loans,which had an average duration of approximately40 days in 2024,and our deposits,74%of which were fixed-term with an average duration of 280 days in 2024.As aresult,we can adjust our lending policies quicker than our deposit base

164、 might change.We also have the ability todeliberately change the length and interest rate on the deposits that we offer to adjust this duration gap.Finally,ourbanking license allows us to design and offer financial products and services that otherwise could require third-partypartnerships,like card

165、issuance,and extensive experience and investment to ensure compliance with applicableregulatory requirements.Our Structure Allows Us to Offer Fair and Affordable ProductsWe operate a sustainable business model defined by lower fees for both merchants and consumers relative tolegacy payment networks,

166、such as credit cards.In 2024,consumer fees represented only 38%and 36%of a Klarnatransaction in Western Europe and the United States,respectively.We believe our lower fees promote financial well-being for our consumers and align our success with that of our merchants.As we help consumers and merchan

167、ts savemore on each transaction,we give consumers more control over their finances and help them save money.Our network as a whole provides structural competitive advantages,which enable us to independently developsuperior experiences for our consumers and merchants,while keeping costs low and drivi

168、ng 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 consumers around the world.We help consumers findpersonalized brands and product

169、s,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 experience.Our Globally Recognizable BrandOur brand is globally recognizable.As of No

170、vember 2024,according to our estimates,we had 41%global brandawareness,as compared to 29%on average for our main competitors,and a global brand trust score of 54%.Our brand also defines our relationship with consumers.In a financial services ecosystem filled with opacity andmistrust,Klarna has creat

171、ed a brand associated with trust,transparency and financial wellness.This brand resonateswith our consumers,merchants,partners and employees.Our Consumer SolutionsOur consumer solutions are built to address the commerce journey:Find.We allow our consumers to discover and engage with merchants pre-pu

172、rchase with AI-powered,personalized recommendations.Solutions we offer include personalized inspiration,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 capabilitie

173、s through our multiple payment optionsthat allow consumers to pay in whichever way is most convenient for them,including debit and credit,withouthidden fees or revolving credit.Our payment options have102025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagr

174、oupplcf-1.htm24/396promoted safety and trust since our inception when we first enabled consumers to pay after receiving theirgoods.Manage.We provide consumers a holistic suite of services to fully understand purchases,track after-purchaseactivities such as shipping and returns,and manage personal fi

175、nances 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.Advantages of Our Consumer SolutionsConsumers shop effortlessly on our network.We be

176、lieve 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 fair.Increasing Diversity of Use Cases and Frequency for Our ConsumersWe believe the b

177、readth 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 purchase frequency typically increases.Similarly,purchases across verticals also ge

178、nerally 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 merchant solutions enable merchants to grow their businesses and attract,engage and reta

179、in 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 offer multiple channels formerchants to connect to our network both online and off

180、line,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 options.Merchant Enablement and Growth Tools.We provide merchants with several merch

181、ant 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 provides a one-click purchase experience,and merchant offers,which promote products an

182、d services selected by themerchant.We also operate a merchant portal that organizes various tasks for business management such asdaily sales overviews or customized settlement reports.Advertising to Help Merchants Better Connect with Consumers.We have developed highly differentiatedadvertising solut

183、ions that allow merchants to reach and engage high-intent consumers in a commerce-centricenvironment.Our merchant solutions provide better conversion rates,new customers,higher AOVs,fair fees,full brand controland rich data insights.112025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/200

184、3292/000162828025012824/klarnagroupplcf-1.htm25/396Proprietary 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”space,built a disruptive brand when we obtained our banking license,integrated“pay any

185、where”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 internal efficiencies.Consumer Data at the Core of Our Technology PlatformThe strong

186、 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 Technology PlatformBecause we operate a single cloud-based platform,our consumer and merchan

187、t 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 instantly.We prioritize building our own technology andinvesting in extraordinary engineeri

188、ng 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,merchants and our employees.AI makes us moreproductive and efficient.As of August 31,2

189、024,96%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 present consumers withAI-powered personalized shopping feeds that allow them to discov

190、er 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 Streamlines the Consumer Experience and Reduces Our Costs.In February 2024,welaunched our AI

191、 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.ML Supplements Our Credit Underwriting.ML enhances our high-frequency,large-scale an

192、d 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 and operational teams.As of October 2024,85%of our engineers connectedto their work

193、 software an AI copilot that can create and review code(based on data exported from the AIcopilot).Our legal teams use AI to expedite document review.We also use AI to minimize external vendor costs.Additionally,we operate an internal knowledge chatbot,which we call Kiki,that helps employees find in

194、formationin real time across internal systems.These internal applications of AI have dramatically increased our averagerevenue per employee in recent periods.Our Growth StrategiesOur vision is a world where Klarna empowers everyone,everywhere,through seamless commerce experiencesasa personalized,tru

195、sted assistant making financial empowerment effortless.Success in the future will belong to globalcompanies with lean technology and best-in-class customer acquisition122025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm26/396models.We belie

196、ve the foundations of our network that we have built and our strategic initiatives position us to deliveron this vision.Our strategic priorities to fuel our future growth include:Klarna at Every Checkout.We seek to continue to grow the number of merchants on our network and enabletheir success.Lever

197、age 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 new geographical markets.Klarna Card in Every Wallet.We envision Klarna becoming the default payment m

198、ethod 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.Next-Generation Digital Financial Services.Klarna is integrated across a global ecosystem of servicepr

199、oviders,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,technologypartners,merchants and shipping and return logistics providers to improve the commerce experience

200、 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 refunds,cashback,real-time debit or order and return tracking.Our financial services are provided di

201、gital-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 and Money Assistant.We are redefining lifestyle services by becoming thegenuine partner that truly enh

202、ances 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 utility for consumers.This deep understanding enables us to tailorindividualized offers for goods and se

203、rvices 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 botheffortless and joyful.Consumers gain access to premium features through subscription services,enhancing thei

204、r lifestyle whileenjoying convenience and savings.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.Corporate ReorganizationIn May 2024,we redomiciled our parent company from

205、 Sweden to the U.K.by way of a share-for-share exchange.Pursuant to the share-for-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 a

206、nd the parent company of132025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm27/396Klarna Holding AB.See“Description of Share Capital and Articles of AssociationCorporate Reorganization.”Corporate InformationWe are a public company with limi

207、ted liability incorporated pursuant to the laws of England and Wales on November7,2022 as 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,L

208、ondon SE1 7ND,United Kingdom,and the telephone number at that office is+44 8081 893 333.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

209、thecompany number 556737-0431.After its incorporation,Kreditor Finans AB changed its legal 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

210、 AB is a subsidiary of Klarna Holding AB.As aresult of our corporate reorganization in May 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

211、,Columbus,Ohio 43215,and the telephone number at that office is+1(844)552 7621.Our website 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 i

212、nto this prospectus or the registration statement of which it forms a part,and you should not considerinformation on our website to be part of this prospectus or the registration statement of which it forms a part.Our agent for service of process in the United States is Klarna Inc.Risk Factors Summa

213、ryInvesting 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 operations,financial condition and futu

214、re 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 and IndustryOur success depends

215、 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 found to be operating without ne

216、cessary 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 our arrangements with such par

217、ticipants and if our existingarrangements are suspended or terminated,we may be unable to establish alternative arrangements onfavorable terms,if at all.142025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm28/396We may fail to promote,protec

218、t and maintain our brand.We have a recent history of incurring losses and may not be successful 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

219、 of our business depends upon our ability to keep up with rapid technologicaldevelopments 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 coul

220、d lead to operational or reputational damage,competitiveharm,legal and regulatory risk and 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 underw

221、riting process and our ability to accurately price consumercredit risk.We may fail to grow our advertising revenue.If loans facilitated through our network do not perform,or significantly underperform,we may incur credit losses.We may fail to successfully implement,maintain and improve our risk mana

222、gement 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 adequately could materially and adv

223、ersely 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 or may subject us to increased

224、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 internal control over financial report

225、ing 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 supervision,inquiries and exam

226、ination.Changes to capital adequacy,liquidity and similar regulatory requirements may adversely affect us.152025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm29/396We are obligated to comply with anti-money laundering(“AML”)and countering t

227、he financing of terrorism(“CFT”)laws and regulations.We are subject to various consumer 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 obt

228、ain,maintain,protect or enforce our intellectual property and otherproprietary rights.We 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

229、the intellectual propertyrights of others.We are subject to complex and evolving laws,regulations,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 inf

230、ormation and/orexperience data breaches or other cybersecurity incidents.Risks 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 our share capital prior to this of

231、fering,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 affectthe value of your ordinary shares.

232、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 foreign private issuer,we are subj

233、ect 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 reporting regime and cause us to incur a

234、dditional 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 foreign private issuer under the Exch

235、ange 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 under the Exchange Act;the sectio

236、ns 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;and162025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagrouppl

237、cf-1.htm30/396the rules under the Exchange Act requiring the filing with the SEC of quarterly 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 n

238、ot required to file their annual report on Form 20-F until four months after theend of 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 al

239、so exempt fromRegulation FD(Fair Disclosure),which is aimed at preventing issuers from 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 fo

240、reign private issuers,such as us,to follow“home country”corporategovernance practices 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,b

241、ut not limited to,exemptions from:the requirement to obtain shareholder approval for certain 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 sh

242、areholder approval in connection with such issuances;the 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 tomeet in executive session at the

243、ir 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,on our website or in public filing

244、s 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 practice,our amended and restated

245、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 of the corporate governance requi

246、rements 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 outstanding voting securities are heldby U.

247、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 United States.In this prospectus,

248、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 securities.172025/5/22 09:43Documen

249、thttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm31/3962025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm32/396THE OFFERINGIssuerKlarna Group plc,a public limited companyincorporated under the laws of

250、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 the sellingshareholders within 30 day

251、s 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 theunderwriters option to purchase additional

252、 ordinaryshares is exercised in full).Class B shares to be issued and outstanding after thisoffering Class B shares.Class C shares to be issued and outstanding after thisoffering 0 Class C shares.192025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagrouppl

253、cf-1.htm33/396Voting rightsEach ordinary share is entitled to one vote.Each ClassB share is entitled to ten votes.Each Class C share willbe entitled to ten votes.Holders of our ordinary shares,Class B shares andClass C shares will generally vote together as a singleclass,unless otherwise required by

254、 law.As a result,immediately following the completion of thisoffering,our current shareholders(who will receiveClass B shares in respect of their ordinary sharesimmediately prior to the completion of this offering)willhold%of the voting power of our outstandingordinary shares and Class B shares,with

255、 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 votingpower of our ordinary shares and Class B shares.Because of the ten-to-one voting ratio between ourClass B shares and ordinary shares,re

256、spectively,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 control all matterssubmitted to our shareholders for approval.In addition,future issuances of Class C shares(including followingthe exercise o

257、f options to acquire Class C shares)toMr.Siemiatkowski may further concentrate control inthe hands of our existing shareholders.See the section titled“Description of Share Capital andArticles of Association”included elsewhere in thisprospectus for additional information about our multi-class share c

258、apital structure.202025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm34/396Use of proceedsWe estimate that the net proceeds to us from thisoffering will be approximately$(or$if theunderwriters option to purchase additional ordinaryshares is

259、 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 of this prospectus,after deductingunderwriting discounts and commissions and offeringexpenses payable by us.The principal purposes of this o

260、ffering 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 proceeds fromthis offering for general corporate purposes,includingworking capital,operating expenses and capitalexpenditures.We will not rec

261、eive any proceeds from the sale of ourordinary shares in this offering by the sellingshareholders.See“Use of Proceeds”for more information.Dividend policyWe have never declared or paid cash dividends on ourordinary shares.We currently intend to retain any futureearnings to fund the operation and exp

262、ansion of ourbusiness,and we do not expect to declare or pay anydividends for the foreseeable future.Any futuredetermination to declare cash dividends will be made atthe discretion of our board of directors,subject toapplicable laws,and will depend on a number offactors,including our financial condi

263、tion,results ofoperations,capital requirements,contractualrestrictions,general business conditions and otherfactors that our board of directors may deem relevant.See“Dividend Policy.”ListingWe have applied to list our ordinary shares on theNYSE under the symbol“KLAR.”Risk FactorsSee“Risk Factors”and

264、 the other information includedin this prospectus for a discussion of factors you shouldconsider before deciding to invest in our ordinaryshares.Unless otherwise indicated or context otherwise requires,all information contained in this prospectus assumes orgives effect to:the Share Split;the Class B

265、 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 occur immediatelyprior to the completion of this offering;no exercise of the option granted to the underwriters to purchase up to additional o

266、rdinary shares to coverover-allotments,if any,in connection with this offering;212025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm35/396no purchase of ordinary shares in this offering by our directors,officers or existing shareholders;andt

267、he 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 number of ordinary shares that will be issued and outstanding after this offering of is based on365,296,572 ordinary shares issued and outstandi

268、ng as of December 31,2024,after giving effect to the Share Split,andincludes:ordinary shares to be issued and sold by us in this offering;ordinary shares issued after December 31,2024 in exchange for shares of certain of oursubsidiaries awarded to our employees prior to,and outstanding as of,Decembe

269、r 31,2024;ordinary shares(which number assumes the initial public offering price of$per ordinaryshare,which is the midpoint of the estimated price range set forth on the cover page of this prospectus)to beissued immediately prior to the completion of this offering in exchange for shares of certain o

270、f our subsidiariesawarded to our employees prior to,and outstanding as of,December 31,2024,the number of which dependson the initial public offering price per our ordinary share in this offering;ordinary shares issued after December 31,2024 in exchange for shares of certain of oursubsidiaries issued

271、 upon vesting of RSUs awarded to our employees prior to,and outstanding as of,December31,2024;ordinary shares granted to our employees after December 31,2024;ordinary shares issued after December 31,2024 upon exercise of options to purchase our ordinaryshares awarded to our employees prior to,and ou

272、tstanding as of,December 31,2024;and ordinary shares issued after December 31,2024 upon exercise of options to purchase our ordinaryshares awarded to our employees after December 31,2024(such issuances,other than the issue and sale of ordinary shares by us in this offering,collectively,the“2025 Shar

273、eIssuances”).The number of ordinary shares that will be issued and outstanding after this offering excludes:ordinary shares issuable in exchange for shares of certain of our subsidiaries issued upon vestingof RSUs awarded to our employees prior to,and outstanding as of,December 31,2024;ordinary shar

274、es issuable in exchange for shares of certain of our subsidiaries issued upon vestingof RSUs awarded to our employees after December 31,2024;ordinary shares issuable upon the exercise of share warrants issued prior to,and outstanding as of,December 31,2024,with a weighted average exercise price of$p

275、er ordinary share and a weighted averageremaining life of years;ordinary shares issuable upon the exercise of share warrants issued after December 31,2024,witha weighted average exercise price of$per ordinary share and a weighted average remaining life of years;ordinary shares issuable upon the exch

276、ange of shares of our subsidiaries awarded to ouremployees prior to,and outstanding as of,December 31,2024 following the completion of this offering;222025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm36/396 ordinary shares issuable upon th

277、e exercise of options to purchase our ordinary shares awarded toour employees prior to,and outstanding as of,December 31,2024,with a weighted average exercise price of$per ordinary share and a weighted average remaining life of years;ordinary shares issuable upon exercise of options to purchase our

278、ordinary shares awarded to ouremployees after December 31,2024,with a weighted average exercise price of$per ordinary share and aweighted average remaining life of years;and ordinary shares reserved for issuance under our existing equity incentive plans and our long-termequity incentive plan to be a

279、dopted in connection with this offering,as more fully described under“Executiveand 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 ClassB shares issued and outstanding as of December 31,2024 and gi

280、ves effect to(i)the issuance by us of Class Bshares to holders of our ordinary 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 relatesto the number of ordinary s

281、hares sold by such selling shareholders in this offering and assumes that ordinaryshares will be sold by the selling shareholders in this offering(the“Class B Redesignation”).232025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm37/396SUMMARY

282、 CONSOLIDATED FINANCIAL AND OTHER DATAThe consolidated statement of profit and loss data for the years ended December 31,2024,2023 and 2022 andconsolidated balance sheet data as of December 31,2024 have been derived from our audited consolidated financialstatements included elsewhere in this prospec

283、tus.We prepare our consolidated financial statements in accordance withIFRS as issued by the IASB.Historical results for any prior period are not necessarily indicative of results expected inany future period.The following summary consolidated financial information and other data should be read in c

284、onjunction with thesection titled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and ourconsolidated financial statements,including the notes thereto,included elsewhere in this prospectus.Share and pershare data in the table below has been retroactively adjusted

285、 to give effect to the Share Split.Consolidated Statement of Profit and Loss DataFor the Year Ended December 31,202420232022(in$millions,except for per share amounts)RevenueTransaction and service revenue$2,136$1,768$1,468 Interest income675 508 436 Total revenue$2,811$2,276$1,904 Processing and ser

286、vicing costs$(596)$(541)$(520)Consumer credit losses(495)(353)(550)Funding costs(503)(297)(147)Technology and product development(444)(389)(430)Sales and marketing(328)(381)(531)Customer service and operations(203)(240)(287)General and administrative(281)(270)(320)Depreciation,amortization and impai

287、rments(82)(128)(99)Total operating expenses$(2,932)$(2,599)$(2,884)Operating loss$(121)$(323)$(980)Other income(expense)$154$19$(58)Profit(loss)before taxes$33$(304)$(1,038)Tax(expense)benefit(12)60 3 Net profit(loss)$21$(244)$(1,035)Net profit(loss)attributable to shareholders of Klarna Groupplc$3$

288、(249)$(1,038)Net profit(loss)per share attributable to shareholders ofKlarna Group plc Basic$0.01$(0.69)$(3.09)Diluted$0.01$(0.69)$(3.09)_(1)See Note 26“Net profit(loss)per share”to our consolidated financial statements included elsewhere in this prospectus for an explanation of themethod used to ca

289、lculate basic and diluted net loss per ordinary share and the weighted average number of ordinary shares used in thecomputation of the per share amounts.(1)242025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm38/396Consolidated Balance Sheet

290、 Data:As of December 31,2024 ActualAs Adjusted(in$millions)Cash and cash equivalents$3,243$Consumer receivables8,141 Total assets13,804 Consumer deposits9,510 Total liabilities11,547 Total equity excluding non-controlling interests$2,086 _(1)As adjusted amounts give effect to(i)the 2025 Share Issuan

291、ces;(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$per ordinary share,which isthe midpoint of the price range set forth on the cover page of this prospectus,and after deducting estimated underwri

292、ting discounts andcommissions and estimated offering expenses payable by us;and(iv)the Class B Redesignation.Key Business MetricsThe following table sets out our key business metrics as of and for the periods indicated.We review these keybusiness metrics to evaluate our business,measure our performa

293、nce,identify trends affecting our business,formulatebusiness plans and make strategic decisions.In addition,these additional business metrics are presented to assistinvestors in better understanding our business and how it operates.See“Managements Discussion and Analysis ofFinancial Condition and Re

294、sults of OperationsKey Business Metrics.”As of,or for the Year Ended,December 31,202420232022GMV(in$millions)105,015 92,465 82,837 Year-over-year change(in%)14%12%N/AYear-over-year change on a like-for-like basis*(in%)15%11%N/ANumber of Active Klarna Consumers(in millions)93 84 79 Year-over-year cha

295、nge(in%)11%6%N/AARPAC(in$)30 27 24 Year-over-year change(in%)11%13%N/ATransaction Margin Dollars(in$millions)1,217 1,085 687 Year-over-year change(in%)12%58%N/A_(1)We define GMV measured for a period as the total monetary value of all completed purchases on our network over a period,excluding anyadd

296、itional fees(such as interest,reminder or other fees)and any subsequent actions(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,calc

297、ulated as of the end of that 12-month period.(3)We define ARPAC as our total 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,con

298、sumercredit losses and funding costs.Transaction margin dollars is a non-IFRS 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

299、include transactions processed through KCO.Adjusted for the sale of KCO,our keybusiness metrics equal in 2024,2023 and 2022,respectively:(1)GMV:$102,455 million(16%year-over-year change),$88,665 million(12%year-over-year change)and$79,161 million;(2)ARPAC:$30(14%year-over-year change),$26(14%year-ov

300、er-year change)and$23;and(3)Transaction margin dollars:$1,189 million(17%year-over-year change),$1,016 million(66%year-over-year change)and$613 million.Thedivestment of KCO does not affect the number of active Klarna consumers.(1)(1)(2)(3)(4)252025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar

301、/data/2003292/000162828025012824/klarnagroupplcf-1.htm39/396*Year-over-year change on a like-for-like basis is calculated by adjusting GMV for(1)the sale of KCO and(2)the impact of foreign currencyfluctuations.The impact of foreign currency fluctuations is calculated by translating the reported amou

302、nts in the current period using theexchange rates in use during the comparative prior period.Non-IFRS Financial MeasuresFor the Year Ended December 31,202420232022(in$millions,except for percentages)Transaction Margin Dollars$1,217$1,085$687 Transaction Margin43%48%36%Adjusted Operating Profit(Loss)

303、$181$(49)$(726)Adjusted Operating Margin6%(2)%(38)%We use certain non-IFRS financial measures to supplement our consolidated financial statements,which arepresented in accordance with IFRS.These non-IFRS financial measures include Transaction margin dollars,Transaction margin,Adjusted operating prof

304、it(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 believe that these non-IFRS financial measures are useful to investors and others because they allow investorsto supplement t

305、heir understanding of our financial trends and evaluate our ongoing and future performance 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 exclud

306、ed or included in determiningthese non-IFRS measures.These non-IFRS measures should be 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 ourindustry,may calculate these non-IFRS(or simil

307、ar non-GAAP)financial measures differently or not at all,which reducestheir usefulness as comparative measures.For additional information about these non-IFRS measures,including a reconciliation of each of Transaction margindollars,Transaction margin,Adjusted operating profit(loss)and Adjusted opera

308、ting margin to their most directlycomparable financial measure calculated in accordance with IFRS,see“Managements Discussion and Analysis ofFinancial Condition and Results of OperationsNon-IFRS Financial Measures.”MARKET AND INDUSTRY DATAThis prospectus includes estimates regarding market and indust

309、ry data.Unless otherwise indicated,informationconcerning our industry and the markets in which we operate,including our general expectations,market position andmarket opportunity,are based on our managements knowledge and experience in the markets in which we operate,together with currently availabl

310、e information obtained from various sources,including publicly available information,industry reports and publications,surveys,business organizations and other contacts in the markets in which weoperate.Among others,we refer in this prospectus to information and estimates from the following third-pa

311、rty sources:1WorldSync,Consumer Product Content Benchmark:A Deep Dive on Consumer Trust,October 1,2023;Backlinko,Ad Blocker Usage and Demographic Statistics,September 2,2024;Bizrate Insights,Consumer Insights on the Wishlist Feature,September 19,2023;Capital One,Number of Credit Card Transactions pe

312、r Second,Day&Year,May 30,2024;262025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm40/396CFPB,CFPB Report Finds Credit Card Companies Charged Consumers Record-High$130 Billion in Interestand Fees in 2022,October 25,2023;Chubb,E-Commerce Grow

313、s But Trust in Digital Channels is Uneven:Chubb Survey,February 21,2024;Constructor,State of Ecommerce Search and Product Discovery 2024:Exploring and Embracing Change,2024;CustomerGauge,NPS Financial Services/27 Banking NPS Scores 2023,March 26,2023;Digital Commerce 360,2023 Top 1000 Report,June 20

314、23;eCommDB,Store Ranking,March 7,2024;eMarketer,Worldwide Retail Media Ad Spending Forecast 2024,February 7,2024;Edelman,Edelman Trust Barometer(2023),January 18,2023;Epsilon,New Epsilon research indicates 80%of consumers are more likely to make a purchase when brandsoffer personalized experiences,J

315、anuary 9,2018;Experian,Experian 2024 Consumer Credit Review,January 30,2025;Experian,Gen Z Credit Scores on the Rise Along With Debt Balances,June 3,2024;Federal Reserve Bank of St.Louis,Delinquency Rate on Credit Card Loans,All Commercial Banks,August 19,2024;Filip Konecny,Demystifying Instagram Ad

316、vertising:Cost And Average CTR Per Industry,April 1,2024;IBM,IBM Study:Widespread Discontent in Retail Experiences,Consumers Signal Interest in AI-DrivenShopping Amid Economic Strain,January 8,2024;Ipsos,Global Trustworthiness Index 2024,October 2024;Kantar,Tapping into Modern Payments:The Expanding

317、 Digital Payment Market,March 6,2024;Lending Tree,Average Credit Card Interest Rate in America Today,February 7,2025;McKinsey&Company,Coping with the big switch:How paid loyalty programs can help bring consumers back toyour brand,October 22,2020;Merkle,Digital Marketing Report(Q4 2021),February 1,20

318、22;NerdWallet,When Is a Credit Card Annual Fee Worth It?,July 25,2023;Nosto,New research:69%of online shoppers go straight to the search bar when visiting ecommerce sites,but80%leave due to a poor experience,February 15,2023;ParcelPerform,E-commerce order tracking experience:From good to excellent,O

319、ctober 5,2022;Paysafe,Consumers Online Payment Security Fears Grow Following Cost-of-Living Crisis,Says PaysafeResearch,September 1,2022;Proxima,Eliminate waste and complexity in your digital advertising budget,May 15,2023;Statista,Loan loss provisions as a share of total loans of commercial banks i

320、n the United States from Q1 2003to Q4 2023,June 12,2024;272025/5/22 09:43Documenthttps:/www.sec.gov/Archives/edgar/data/2003292/000162828025012824/klarnagroupplcf-1.htm41/396Third-party consulting firm,Klarna TAM Refresh,May 2024(the“Market Opportunity Study”);U.S.Federal Reserve,Quarterly Report on

321、 Household Debt and Credit,February 2023;WordStream,Google Shopping Ads Benchmarks:Average CPC,CTR,Monthly Budget,&More,November 14,2023;andOther publicly available reports and data.The content of the above sources,except to the extent specifically set forth in this prospectus,does not constitute ap

322、ortion of this prospectus and is not incorporated into this prospectus by reference.Governmental and industrypublications and other market sources,including those referred to above,generally state that the information theyinclude has been obtained from sources believed to be reliable,but that the ac

323、curacy and completeness of suchinformation is not guaranteed.Although we have no reason to believe that any of this information or these reports areinaccurate in any material respect and believe and act as if they are reliable,neither we,the selling shareholders,theunderwriters,nor their respective

324、affiliates or agents have independently verified it.Except for the Market OpportunityStudy,which was commissioned,and paid for,by us and conducted by a third-party consulting firm,none of thepublications,reports or other published industry sources referred to in this prospectus were commissioned by

325、us orprepared at our request.Except as specifically set forth in this prospectus,we have not sought or obtained the consentof any of these sources to include such market data in this prospectus.In addition,this prospectus includes several testimonials and case studies from our consumers and merchant

326、s.Each of them consented to the inclusion of their respective testimonial or case study in this prospectus and has notbeen compensated for it.We have included these testimonials and case studies to provide prospective investors withadditional information and perspectives on our network,operations,pr

327、oducts,solutions and services that we believemay further assist them in evaluating our company,its performance and future prospects.Given the breadth anddiversity of our consumer and merchant base,these testimonials and case studies are not designed or intended tostatistically represent the average

328、customer experience with our network.We believe,however,that these examples areappropriately representative of the benefits our merchants and consumers can derive from using Klarna and integratingour network into their operations(in the case of our merchants)or their everyday spending(in the case of

329、 ourconsumers),in addition to providing qualitative context to the aggregated data included in this prospectus.At the same time,our consumers and merchants experience with,and opinions of,our network may vary for anumber of reasons,including the market in which they are located,the type of our produ

330、cts,solutions and services usedand merchants and/or consumers with which the customer transacted.We cannot guarantee that all or most of ourcustomers will have the same experience while using our network or the same opinion of its quality as those expressedin the testimonials and case studies includ

331、ed in this prospectus.For example,while we continuously work to prevent,identify and mitigate fraudulent activity,and seek to ensure that our customers associate our brand and network with asecure,smooth commerce experience,as indicated in several of the customer case studies included in this prospe

332、ctus,we are still subject to the risk of fraudulent activity on our network and certain of our merchants and consumers havebeen in the past,and may in the future be,subject to fraud.See“Risk FactorsRisks Related to Our Business andIndustryWe may fail to accurately detect and prevent fraud.”Certain i

333、nformation in this prospectus is based on management estimates,which have been derived from third-partysources,as well as data from our internal research,and are based on certain assumptions that we believe to bereasonable.Except to the extent specifically set forth in this prospectus,the data that we compile internally and ourestimates have not been verified by an282025/5/22 09:43Documenthttps:/w