Have you ever had to help your grandmother or grandfather with the PC, Wi-Fi, TV, Google, online banking, Facebook, Instagram, Snapchat, or some other digital tool?
You may have heard of Kakadu, the Stavanger company that started with a small but stubborn dream: that everyone should get to take part in the digital world, regardless of age, background, or starting point.
What you probably didn't know is that Kakadu and Unlisted were started at roughly the same time. We even went through the same startup program at SR Bank. That was the start of an exciting journey together.
In this case study, you'll get to follow that journey and read about:
How Kakadu solved the classic startup challenge: how to raise capital.
How they compensated employees and the board with the right share and option programs.
Why were they well-prepared when an employee holding shares left the company?
The software that gives Kakadu a full overview of ownership.
The challenge
In autumn 2020, Kakadu wanted to raise investor capital and started thinking through different options. How should they approach it, and which structures would fit their plan? Ownership is a complex domain, so Kakadu chose to bring in Unlisted as a sparring partner. Other questions came up at the same time: Should they have a compensation package for the board or not, and if so, what should it look like? Should they create a share incentive scheme for new hires, and if so, how should it be designed?
The process
We kicked off the advisory process through a mix of in-person meetings and Teams calls. There are several angles to look at in a process like this. Are there existing share incentive schemes? What's their thinking around investment processes? Has the company already raised capital? Has it been valued? Is there a shareholders' agreement? Are there articles of association that need to be taken into account? What does the current ownership split look like? What effect are they hoping to achieve? And what are the growth plans for the future?
The next step was to look at who would be helping shape that future and drive that growth. Through this sparring, we could combine the information Kakadu gave us with our domain knowledge to design something that worked at the time, but also a structure they could grow with. A structure that suits Kakadu today, and a plan for the structure in the next phase. A coherent plan, optimized around tax, cost, risk, and the desired effect. That's where the value sits.
The solution
When you start the conversation early, you can build a strong plan for a coherent structure that holds up over time. Kakadu's solution is a good example, and includes a combination of several instruments, agreements, and processes:
Capital raise via a SLIP agreement: Kakadu raised their first round from investors via a SLIP (Startup Lead Investment Paper). That let them attract money quickly, postpone the valuation conversation, and run a favorable incentive program. It also unlocked financial support from Innovation Norway.
Shareholders' agreement (SHA): Kakadu put a shareholders' agreement in place with all the owners. It's important that this agreement is aligned with the broader ownership structure and that it also accounts for the share incentive program. Unlisted helped Kakadu think through how to harmonize all of these.
Restricted Stock Awards (RSA) for employees: Through an RSA program, we helped Kakadu put a solid structure in place for recruiting and motivating employees, while keeping costs down in a growth phase where liquidity was limited. The structure also meant Kakadu could easily buy back unvested shares at cost when an employee left earlier than planned — no friction, no surprises.
Restricted Stock Awards (RSA) for board members: By compensating the board with shares instead of cash, the company freed up capital during the growth phase, while still creating motivation for board members and keeping the tax burden lower.
Subscription rights (warrants): Kakadu set up an investment structure to get access to a meaningful network and support, which also included subscription rights.
Investment process: Kakadu did a great job of raising capital from solid investors. During this phase, Unlisted occasionally acted as a sparring partner around the process and the calculations. That included calculations of the share split tied to the conversion of the SLIP structure and the exercise of subscription rights at the capital increase, all through Unlisted's digital platform. Because Kakadu gave us the chance to digitize the company through our software, we had full visibility, a complete overview, and a clear snapshot at any moment. That made it easy for us to act as an independent advisor.
Option agreements for the new team: After the funding round, Kakadu kept growing. Following the capital increase, there was a need for a new type of share incentive scheme. The chosen structure was an option scheme that qualified for a favorable tax regime for both the employees and the company.
Our software: Kakadu chose to use Unlisted's digital platform to manage all of these agreements; a platform for managing ownership, issuing options, and giving employees and investors visibility into the details of ownership. With the software in place, Kakadu could give access to owners, board members, lawyers, accountants, and anyone else working on a task, all in the same system. That's especially useful for things like a conversion, statutory reporting of benefits in kind, or ownership structure. Everyone with access to the Kakadu portal has a real-time view of the ownership structure at the level of detail they've been given access to.
The result
Kakadu has been excellent at developing the business from an idea to a company with real momentum in the market. They've been thorough in the planning phase and have made good choices along the way.
Kakadu was careful to put together a capital strategy and implemented a strong ownership structure from the start, one that accounts for multiple factors. A structure that motivates, is tax-optimized, and has a real compensation effect in a phase where cash is critical. But also a structure that handles risk well, for example, if an employee leaves, there's a clear plan in place for how many shares get bought back, on what terms, and how to do it efficiently.
Kakadu now uses a modern portal where they have a complete overview of the share register, all share rights, and all share and option agreements. That lets employees log in to their own personal portal, see what they own, and follow how their stake develops over time. It helps keep them motivated.
With this portal, Kakadu gets a complete view of ownership and can see with precision who will own what today, but also in the future, based on all the share rights in the company. One of the biggest benefits has been the significant time savings and the reduction in costs that would otherwise have gone to lawyers.
It's also worth noting that Kakadu now operates in a way that's attractive to investors. When they go out to raise capital, they present a structure that investors are pleased to see. Their capital strategy ticks the boxes investors actively look for. That makes it easier for the company to raise further growth capital over time, compared to companies with messier ownership structures.
Comments from the leaders
"Ownership structure is both difficult and scary. We'd been warned about various risks, so we wanted to do things right from the start. But this field is so complex, and there are so many factors to weigh. Fortunately, we met Unlisted, who guided us through the process. We now have a solid structure we can scale with, and effective software to manage it."
Hege Fiskå, Co-founder, Kakadu
"The collaboration between Kakadu and us worked really well from day one, and a key reason was the continuous, open dialogue we had. Good communication is essential for any process like this to succeed.
Another important factor was that we got involved early. We always recommend reaching out to us before you raise capital; the earlier we come in, the better. It comes down to how much room you have to plan for different structures. Kakadu understood this and kept us in the loop throughout, which led to a smooth and productive process. Their openness and willingness to maintain a strong dialogue were key to why the collaboration worked so well. We feel lucky to get to work with a company as exciting as Kakadu."
Fredrik Harestad, founder and CEO, Unlisted