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Press release
Paris, 8 November 2024



LIGHTON ANNOUNCES THE LAUNCH OF ITS IPO ON THE EURONEXT
GROWTH® MARKET IN PARIS

▪ A capital increase of around €10.4 million, which could amount to €11.9 million if the
extension clause is exercised in full and to €13.5 million if the over-allotment option is
exercised in full (the “Offer”)
▪ €3 million already secured in the form of subscription commitments from cornerstone
investors, representing around 30% of the base deal
▪ Subscription price of the new shares: €10.35 / share
▪ Subscription period: 8 to 20 November 2024 inclusive for the Public Offer (5 p.m. for over-
the-counter subscriptions and 8 p.m. for online subscriptions) and until 21 November
2024 (12 p.m.) for the Global Placement
▪ Settlement-Delivery on 25 November 2024 and start of trading on 26 November 2024
▪ Securities eligible for PEA and PEA PME-ETI equity savings plans, income tax reduction of
18% for subscription to the share capital of SMEs, the scheme of reinvesting capital gains,
and "Innovative Company" classification by Bpifrance 1



LightOn (the “Company”), a leading European player in generative AI for businesses2,
announces the launch of its IPO on the Euronext Growth® market in Paris (ISIN code:
FR0013230950 – Ticker: ALTAI-FR).

On 7 November 2024, the French financial markets authority (Autorité des Marchés
Financiers - AMF) approved the Prospectus under number 24-475, comprising the
Registration Document, approved on 21 October 2024 under number I.24-012, supplement to
the registration document approved on 7 November 2024 under number 24-015, a Securities
Note and the Prospectus Summary (included in the Securities Note and appended to this


1
These mechanisms are conditional and subject to the limit of available caps. Interested parties should contact
their financial advisor.
2
Frontier AI startups in Europe list | Dealroom.co
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press release). These documents are available free of charge and upon request from the
Company (2 Place de la Bourse, 75002 Paris, France) and on the websites of the company
(https://investir.lighton.ai) and the AMF (https://www.amf-france.org).


Igor Carron and Laurent Daudet, co-CEOs and co-founders of LightOn,
comment:

“LightOn's IPO would mark a major milestone in our growth trajectory and settle our position
as a benchmark player in generative AI in Europe3.

This planned IPO offers investors a unique opportunity to participate directly in the growth
of a French technology champion4 that is already successfully deploying its AI solutions
with major groups in France and abroad.

As the first listed European company specializing in generative AI, LightOn is paving the way
for a new technological era. We hope that many of you will take part in this revolution, which
is pushing back the frontiers of what is possible and profoundly transforming business
practices.”


Generative AI: an in-depth transformation of business practices
Generative AI will disrupt the business world. From services to industry and trade, all
sectors will be affected by the numerous benefits provided.

According to McKinsey, the potential productivity gains enabled by generative AI will
automate nearly half of the hours worked in Europe and the United States by 2035.5 A new
era is opening up for companies that want to offer their employees a way to reinvent work.

The promises of generative AI are huge and the global market is gigantic, estimated at
more than $1.3 trillion in 20326.



LightOn, a leading European player in generative AI for businesses7
Founded in 2016 by Igor Carron and Laurent Daudet, two experts with background in top-
level French and American academic research and with experience in the world’s largest
engineering sciences laboratories, up until 2020 LightOn developed an optical processor
(Optical Processing Unit) designed to rapidly process data in AI applications, with low
energy consumption.

Focused on generative AI since 2020, LightOn has designed 12 Large Language Models
(LLMs) in only four years, capable of working with more than 100 billion parameters, thanks


3
Frontier AI startups in Europe list | Dealroom.co
4
Radar 2023 des startups françaises « IA Générative », Wavestone
5
McKinsey & Company, The Economic Potential of Generative AI: The Next Productivity Frontier, June 2023
6
Bloomberg Intelligence, eMarketer, Statista
7
Frontier AI startups in Europe list | Dealroom.co



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to its ability to access European supercomputers and the computing power of cloud giants,
making the Company one of the few players in the world with this technological capacity.
LightOn has also developed generative IA functionalities combined with these LLM.

During this period, LightOn has also structured its workforce with 41 employees to date, two-
thirds of whom are dedicated to technology and one-third dedicated to accelerating the
marketing of its solutions used by top-tier private and public businesses. In addition to the
management team, all of LightOn’s employees – who are highly qualified (11 PhDs) and
multicultural (10 nationalities) – contribute to the success of its developments and solutions
thanks to their complementary skills.


Forge and Paradigm: sovereign and tailored solutions
LightOn has developed and markets two software solutions.

Forge, marketed since 2022, is a technological support for a customized generative AI
aimed at companies and organizations who want to develop their own language model,
improve an existing language model or integrate new technological building blocks like
RAG8 or agents.

Paradigm, marketed in 2024, is a ready-to-use generative AI platform designed to meet
all the needs of businesses and the public sector. It harnesses the power of generative AI
to optimize and enhance business productivity by automating various business processes.
This software platform stands out through its customization capabilities, user-
friendliness, and powerful features, enabling rapid integration within organizations. As a
complete turnkey solution, Paradigm is built on an advanced architecture that combines a
LLM with multimodal Retrieval-Augmented Generation (RAG), allowing intelligent interaction
with the company's document corpus through natural language queries. Furthermore, it
includes highly specialized intelligent agents capable of autonomously creating and
managing complex workflows, such as responding to requests for proposals.


Solutions already marketed directly to major accounts in France, in the
United States and in EMEA
In 2023, Forge was rolled out to several major organizations, including a Silicon Valley
company in the United States developing medical assistant AI that used LightOn’s bespoke
technological support to build its first LLM prototype, to run its virtual health workers, in four
months. Forge was previously deployed at a research institute in EMEA.

In 2024, Paradigm has also been adopted by businesses, with numerous major French
accounts already deploying the solution, convinced by its capabilities, in an initial test
and evaluation phase (POC – proof of concept). Notable clients include: the Ile-de-France
region, Safran, Groupama, the French General Directorate of Public Finance, CNES (French
Space Agency), French Space Command and Verlingue. The first production


8
RAG: Retrieval augmented generation



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implementations and full-scale deployments following certain POCs are scheduled by the
end of 2024.


Strategic partnerships to boost sales efforts through indirect channel
In addition to its direct approach, which has already won over numerous companies,
LightOn has secured two strategic partnerships in the first half of 2024 with major
hardware players to combine its generative AI software solution with their cloud or
hardware offerings:

- Orange Business (30,000 corporate clients worldwide): a comprehensive offering
covering the entire lifecycle of generative AI projects, combining LightOn’s Paradigm
software platform with Hewlett Packard Enterprise servers and Orange Business’s
very high bandwidth hosting in its French data centers. Alexandre Bord, Key
Account Director at Orange Business, states regarding this partnership: "We are
extremely confident about the future of our relationship with LightOn. We have
signed several orders worth multiple millions of euros since March [for Orange
Business]." ;

- Hewlett Packard Enterprise (27,000 corporate clients worldwide): integration of
Paradigm with Hewlett Packard Enterprise servers, enabling rapid adaptation of
generative AI to business use cases.

This indirect sales model will leverage these partners’ sales force, who will market a
complete, integrated solution combining software and hardware to their corporate clients.
This translates into a potential of millions of individual users within these corporate clients.


A committed approach to corporate social responsibility
LightOn has taken a proactive approach to corporate social responsibility (CSR). This
commitment is illustrated in the 50/100 rating issued by the extra-financial rating agency
EthiFinance in May 2024, a level of performance described as “advanced”. With this rating,
LightOn is more than six points ahead of the average for comparable companies in terms
of headcount and business sector.



Two strategic pillars for acceleration: Business development and
international expansion
Driven by its ambition to position itself among the leading players in generative AI by being
among the first to benefit from the generative AI market takeoff, LightOn has defined an
ambitious development strategy centered around two key priority areas:

• Accelerate business development in the most promising markets. LightOn has
identified 5 priority vertical markets that are likely to adopt generative AI faster than
others: banking-insurance, defense, healthcare, industry and the public sector as they
handle large volumes of data and their regulatory and sector-specific requirements


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make them particularly sensitive to data confidentiality issues. To achieve this, LightOn
will leverage both direct and indirect sales channels, through strategic partnerships with
Infrastructure and IT hardware providers such as Hewlett Packard Enterprise, Cloud
providers like Orange Business, and IT Services companies, to optimize its sales efforts.

• Expand internationally. To seize all opportunities arising from the global excitement
around generative AI, LightOn has identified two priority regions in which the Company
intends to expand: (i) Europe, where LightOn is already recognized and aims to have at
least one representative in four countries by the end of 2025, (ii) the Middle East , which
aspires to position itself at the heart of the global AI ecosystem and where LightOn plans
to open a commercial office by the end of 2025.



2027 ambition: achieve revenue of c. €40m, an ARR of c. €35m and an
EBITDA margin of around 40%
While LightOn has historically achieved a significant share of its revenue from its Forge
solution, its commercial development strategy for its Paradigm solution is driven by very
strong demand from companies for generative AI. Paradigm, launched in end-2023, is
currently in the testing and evaluation phase in French public and private companies. These
organizations are expected to quickly initiate the first production releases and full-scale
deployments by late 2024.

The marketing of the Paradigm solution in the form of an annual renewable or multi-year
non-renewable software license should ensure both visibility and recurrence of the majority
of LightOn’s revenues. LightOn benefits from a revenue base already embedded until 2027
via its already sold multi-year licenses.

Marketing of the Forge solution, essentially linked to the implementation of tailored projects
with high technological expertise, makes it possible to generate additional revenues that
are less recurring but individually higher.

Following a 2023 year that benefited from Forge contracts, enabling the company to
generate revenue of €8m and achieve profitability, LightOn has evolved its sales model and
revenue structure in 2024 towards SaaS license revenues generated from its Paradigm
offering.

This model transition, which will temporarily impact revenue during the fiscal year while
building a foundation of recurring revenue, is already showing positive results with
accelerating commercial momentum month after month. Indeed, with 4 clients already
secured as of July 31, 2024, representing an ARR of €0.9m, LightOn aims to double this ARR
by the end of 2024 to reach approximately 10 clients 9.

For 2025, LightOn aims to accelerate revenue growth, with a strong contribution from
Paradigm and an additional contribution from Forge, allowing LightOn to aim an ARR at the
end of the fiscal year of c. €6m.


9
As at June 30, 2024, revenue stood at approximately €0.6m and net result at approximately €(2.1)m



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In 2026, LightOn aims to generate positive EBITDA and free cash flow.

From 2027, the acceleration should be even more marked with a revenue target of c. €40m,
an ARR of c. €35m at the end of the fiscal year, around two-third of which to be generated
by indirect sales of Paradigm via strategic partners, combined with an EBITDA margin of
around 40%.

These targets are expressed at constant scope.



An IPO on Euronext Growth Paris to accelerate growth
LightOn's planned IPO on Euronext Growth® Paris aims to provide the Company with the
additional financial resources required to implement the key strands of its development
strategy so that it can step up growth and reach its targets.

As such, the net proceeds from the funds raised under the Offer of approximately
€ 10.4 million, i.e. net proceeds of approximately € 8.7 million (based on full subscription and
before exercise of the extension clause and over-allotment option), which may be raised to
around €11.9 million (after full exercise of the extension clause) and to around € 13.5 million
(after full exercise of the extension clause and the over-allotment option), will be allocated
as follows, after full repayment (principal + interest) of 2018 convertible bonds:

• around 60% of the net proceeds, post repayment of the 2018 convertible bonds, to
invest in the company's development: expansion of the sales and marketing force,
associated sales expenses, recruitment of engineers, etc;

• around 40% of the net proceeds, post repayment of the 2018 convertible bonds, to
finance technological investments: development of new Paradigm functionalities
(agent development, multimodal RAG capabilities, etc.), fine-tuning of specialized
models dedicated to priority sectors and geographies, purchase of computing
power for R&D purposes.

In the event that the Offer is only 75% subscribed, on the basis of the Offer Price, the funds
raised, post repayment of the 2018 convertible bonds, would be allocated to finance
investments in the development of the Company's structure (around 60% of the net
proceeds of the funds raised) and to finance technological investments (around 40% of the
net proceeds of the funds raised). In such case, the Company would still expect to meet its
objectives.



Subscription commitment of € 3m
LightOn received subscription commitment of € 3 million from Axon Partners Group,
representing approximately 30% of the base deal.




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Main terms of the transaction
• Indicative timetable


7 November 2024 Approval of the Prospectus by the AMF


8 November 2024 Opening of the Public Offer and the Global Placement


20 November 2024 Closing of the Public Offer at 5 p.m. via OTC and at 8 p.m. via internet

Closing of the Global Placement at 12 p.m.
21 November 2024
Press release announcing the result of the Offer

25 November 2024 Settlement-Delivery of the Offer

Start of trading on the Euronext Growth Paris market
26 November 2024
Start of possible stabilisation period
Deadline for exercising the Over-allotment Option
19 December 2024
End of possible stabilisation period


• Share capital before the transaction

€ 48,569.66 euros divided into 4,856,966 shares with a par value of € 0.01 including 838,461
preference shares converted into ordinary shares in the framework of the transaction.



• Characteristics of the shares
– Name: LightOn
– Ticker: ALTAI-FR
– ISIN: FR0013230950
– Listing market: Euronext Growth® Paris
– ICB classification: 10101015 - Software

– LEI Code: 9695002GVC14VHLFIH85

Securities eligible10 for PEA equity savings plans and PEA “PME-ETI” equity savings plans,
income tax reductions for subscribing to the share capital of SMEs, the scheme of
reinvesting capital gains (Article 150-0 B ter of the French General Tax Code) and
"Innovative Company" classification by Bpifrance.




10
These mechanisms are conditional and subject to the limit of available caps. Interested parties should contact
their financial advisor.



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• Subscription price of new shares
€ 10.35 per new share (€ 0.01 nominal value and €10.34 issue premium) to be paid up in full
in cash at the time of subscription.



• Number of shares offered

1,000,000 ordinary new shares to be issued in connection with a share capital increase
in cash, which may be increased to:
– 1,150,000 new shares in the event of the full exercise of the extension clause
("additional new shares");
– And to 1,306,000 new shares in the event of the full exercise of the over-allotment
option ("supplementary new shares").



• Structure of the Offer

An offering to the public in France in the form of a firm price offer (the “Public Offer”), mainly
intended for private individuals, where:

– the orders will be broken down according to the number of shares requested: order
fraction A1 (from 1 share up to 250 shares) and order fraction A2 (over 250 shares);

– the A1 order fractions will receive preferential treatment relative to the A2 order
fractions in the event that all orders cannot not be entirely satisfied.

A global placement primarily intended for institutional investors (the “Global Placement”)
involving a private placement in France and an international private placement in certain
countries (with the notable exceptions of the United States of America, Canada, Australia
and Japan).

If permitted by the request expressed under the Public Offer, the number of shares allocated
in response to orders issued under the Public Offer will be at least equal to 10% of the number
of shares offered under the Offer (before any exercise of the extension clause and the over-
allotment option).



• Gross transaction amount

– Approximately € 10.4 million based on full subscription to the capital increase and
the offer price of € 10.35 per share (reduced to € 7.8 million if the transaction is 75%
subscribed).

– Approximately € 11.9 million in the event of full exercise of the extension clause, based
on the offer price of € 10.35 per share.

– Approximately € 13.5 million in the event of full exercise of the extension clause and
the over-allotment option, based on the offer price of € 10.35 per share.




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• Subscription commitments

Axon Partners Group has committed to subscribe for € 3 million, i.e. around 30 % of the gross
base deal.



• Lock-up & retention commitments

– Company’s lock-up agreement: 180 calendar days

– Retention commitment:

o Founders and employees, have pledged to hold their shares for a period of 360
calendar days, corresponding to 59.3 % of the Company’s share capital before
the Offer;

o Other shareholders have pledged to hold their shares for a period of 180 calendar
days, corresponding to 39.7 % of the Company’s share capital before the Offer.


• Subscription and purchase procedures

Persons wishing to take part in the Public Offering must submit their orders to an authorized
financial intermediary in France, no later than 5 p.m. (Paris time) on November 20, 2024 for
over-the-counter subscriptions and purchases, and 8 p.m. (Paris time) for online
subscriptions and purchases, if their financial intermediary allows them to do so. In order to
be taken into account, orders issued in connection with the Global Offering must be received
by Portzamparc (BNP PARIBAS Group) (the “Global Coordinator, Lead Manager and
Bookrunner”) no later than 12 noon (Paris time) on November 21, 2024, unless the offering
closes early.



• Revocation of orders

Subscription orders received from individuals via the Internet as part of the Public Offering
may be revoked via the Internet until the close of the Public Offering on November 20, 2024
at 8:00 pm (Paris time). All orders issued in connection with the Global Offering may be
revoked with the Global Coordinator, Lead Manager and Bookrunner until November 21, 2024
at 12:00 p.m. (Paris time), unless the offering is closed early or extended.



• Eligibility of the securities for PEA equity savings plans, PEA-PME plans,
income tax reduction and the provisions of Article 150-0 B ter of the French
General Tax Code
LightOn confirms that it complies with the eligibility criteria for “PME-ETI” equity savings plans
specified by the provisions of Articles L. 221-32-2 and D.221-113-5 et seq. of the French




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Monetary and Financial Code. LightOn shares can therefore be fully integrated into PEA
plans and PEA “PME-ETI” plans and benefit from the corresponding tax benefits.

The Company also confirms that it complies with the eligibility criteria for income tax
reduction of 18% in relation to investments in SMEs. LightOn has been awarded the
“Innovative Company” label by Bpifrance.

The Company is eligible for the provisions of Article 150-0 B ter of the French General Tax
Code, under which persons having sold securities tendered are allowed within three years
of said tender to benefit from the continuation of the tax deferral in the event of a
subscription in cash.

A summary of the tax regime that may apply is described in the Securities Note (refer to
section 4.1.9). The persons concerned are invited to consult their usual tax advisor about the
taxation applicable to their particular case, in particular regarding the subscription,
acquisition, holding and disposal of LightOn shares.



Availability of the Prospectus
Prospectus approved by the AMF on 7 November 2024 under number 24-475, consisting of
the registration document approved on October 21, 2024 under number I.24-012, the
supplement to the registration document approved on 7 November 2024 under number
24-015 and an securities note (including the summary of the prospectus), are available free
of charge from LightOn (2 Pl. de la Bourse, 75002 Paris, France), as well as on LightOn's
website (https://investir.lighton.ai) and the website of the Autorité des Marchés Financiers
(www.amf-france.org).

Investors are invited to draw their attention to the risks relating to the business described in
chapter 3 “Risk factors” of the registration document approved by the AMF on October 21,
2024 and in chapter 3 “Risk factors relating to the offer” of the securities note. This document
does not constitute an offer of LightOn shares in any country in which such an offer would
violate applicable laws and regulations, nor an offer for sale of LightOn shares in the United
States. LightOn shares may not be offered or sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act of 1933, as amended. LightOn
does not intend to register the offering mentioned herein in the United States. This document
may not be published, transmitted or distributed, directly or indirectly, in the United States,
Canada, Australia or Japan.



Risk factors
The approval of the Prospectus should not be considered as a favourable opinion on the
securities offered. Investors should be aware of the risk factors mentioned in Chapter 3
"Risk Factors" of the Registration Document and in Chapter 3 "Risk factors related to the
offering" of the Securities Note.




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Financial intermediaries and advisers

Global Coordinator, Lead Arranger and Bookrunner,
Listing Sponsor


Legal advisor


Statutory Auditor


Financial Communication advisory




ALL INFORMATION RELATED TO LIGHTON’S PLANNED IPO
CAN BE FOUND AT:
https://investir.lighton.ai



Contacts
LIGHTON
invest@lighton.ai

SEITOSEI●ACTIFIN SEITOSEI●ACTIFIN
Investor relations Financial press relations
Alexandre COMMEROT/ Benjamin LEHARI Jennifer JULLIA
+33 (0) 1 89 62 32 81 +33 (0)6 47 97 54 87
lighton@seitosei-actifin.com jennifer.jullia@seitosei-actifin.com




Forward-looking statements
Certain information contained in this press release are forward-looking statements, not
historical data and should not be construed as a guarantee that the facts and data stated
will occur. These forward-looking statements are based on data, assumptions and
estimates considered reasonable by LightOn. LightOn operates in a competitive and rapidly
evolving environment. It is therefore not in a position to anticipate all risks, uncertainties or
other factors that may affect its business, their potential impact on its business or the extent
to which the materialization of a risk or combination of risks could lead to results that differ
significantly from those mentioned in any forward-looking statement. LightOn draws your
attention to the fact that forward-looking statements are in no way a guarantee of its future
performance and that its actual financial position, results and cash flows and the


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development of the sector in which LightOn operates may differ significantly from those
proposed or suggested by the forward-looking statements contained in this press release.
In addition, even if LightOn's financial position, results, cash flows and developments in the
industry in which it operates are consistent with the forward-looking information contained
in this press release, such results or developments may not be a reliable indication of
LightOn's future results or developments. This information is given only as of the date of this
press release. LightOn makes no undertaking to publish updates to this information or to the
assumptions on which it is based, save for any legal or regulatory obligation applicable to
it, including pursuant to Regulation No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse.


Disclaimer
This press release is not being made in and copies of it may not be distributed or sent,
directly or indirectly, into the United States of America, Canada, Australia or Japan.

The distribution of this document may be restricted by law in certain jurisdictions.

Persons into whose possession this document comes are required to inform themselves
about and to observe any such restrictions.

This press release is provided for information purposes only. It does not constitute and
should not be deemed to constitute an offer to the public of securities, nor a solicitation of
the public relating to an offer of any kind whatsoever in any country, including France.
Potential investor are advised to read the prospectus before making an investment decision
in order to fully understand the potential risks and rewards associated with the decision to
invest in the securities.

This press release is an advertisement and not a prospectus within the meaning of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the public or admitted to
trading on a regulated market, as amended (the “Prospectus Regulation”), also forming part
of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the “EUWA”).

With respect to the member States of the European Economic Area and to the United
Kingdom, no action has been undertaken or will be undertaken to make an offer to the public
of the securities referred to herein requiring a publication of a prospectus in any relevant
member State other than France or the United Kingdom. As a result, the securities may not
and will not be offered in any relevant member State other than France or the United
Kingdom except in accordance with the exemptions set forth in Article 1(4) of the Prospectus
Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA,
or under any other circumstances which do not require the publication by LightOn of a
prospectus pursuant to Article 3(2) of the Prospectus Regulation, also forming part of the
domestic law in the United Kingdom by virtue of EUWA, and/or to applicable regulations of
that relevant member State or the United Kingdom. In France, an offer to the public of
securities may not be made except pursuant to a prospectus that has been approved by



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the French Financial Markets Authority (the “AMF”). The approval of the prospectus by the
AMF should not be understood as an endorsement of the securities offered or admitted to
trading on a regulated market.

It does not constitute an offer to purchase or to subscribe for securities in the United States
or in any other jurisdiction.

The securities referred to herein may not be offered or sold in the United States of America
absent registration or an applicable exemption from registration under the U.S. Securities
Act of 1933, as amended. LightOn does not intend to register all or any portion of the offering
of the securities in the United States of America or to conduct a public offering of the
securities in the United States of America. This communication does not constitute an offer
of securities to the public in the United Kingdom.

This communication is being distributed to and is directed only at (i) persons who are
outside the United Kingdom or (ii) persons who are “qualified investors” within the meaning
of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the
EUWA and who are also (x) investment professionals within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)
or (y) high net worth entities, or other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to
as “Relevant Persons”). Any investment activity to which this communication relates will only
be available to and will only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this document or any of its contents.




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SUMMARY OF THE PROSPECTUS

Prospectus approved by the AMF under no. 24-475 dated November 7, 2024


Section 1 – Introduction
1.1 Name of the shares / ISIN (International Securities Identification Number) code of the securities: LIGHTON /
FR0013230950 – Mnemonic Code: ALTAI-FR
1.2 Identity and contact details of the issuer, including its Legal Entity Identifier (LEI): LightOn, 2, place de la Bourse,
75002 Paris, (the « Company »), Code LEI: 9695002GVC14VHLFIH85
1.3 Identity and contact details of the competent authority that approved the Prospectus: French Financial Markets
Authority (Autorité des marchés financiers) (the “AMF”) - 17 place de la Bourse, 75082 Paris Cedex 02, France.
1.4 Date of approval of the Prospectus: This prospectus was approved by the AMF on November 7, 2024 under number 24-
475 (the “Prospectus”).
1.5 Warning to the reader: This summary should be read as an introduction to the Prospectus. Any decision to invest in the
securities must be based on a full consideration of the Prospectus by the investor. Investor may lose all or part of the
invested capital. If a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff
investor may, depending on the national legislation, be required to bear the costs of translating the Prospectus prior to
the commencement of judicial proceedings. Those who prepared the summary, including, its translation, may only be
subject to civil liability insofar as the content of the summary is misleading, inaccurate or contradicts other parts of the
Prospectus or if, when read together with the other parts of the Prospectus, it does not contain the key information that
would help investors who are considering investing in these securities.
Section 2 – Key information about the issuer
2.1 – Issuer of the securities
2.1.1 Corporate name / Registered office / Legal form / Applicable law / Country of origin:
- Corporate name: LightOn
- Registered office: 2, place de la Bourse, 75002 Paris
- Legal form: limited company (société anonyme) with a board of directors
- LEI: 9695002GVC14VHLFIH85
- Applicable law / Country of origin: French law / France

2.1.2 Main business activities: LightOn is a leading European player in the field of generative artificial intelligence (“AI”)11,
both as a designer of tailor-made large language models (“LLMs”) and as an integrator of turnkey generative artificial
intelligence12 solutions for businesses and the public sector. With the development of 12 LLMs trained with several
billion parameters, LightOn has a recognised expertise in the creation and training of LLMs, enabling it to be at the
forefront of innovation. LightOn has evolved its business model to focus on the sale of two offerings, Paradigm and
Forge. Forge, marketed since 2022, is a technological support for a customized generative AI aimed at companies and
organizations who want to develop their own language model, improve an existing language model, or integrate new
technological building blocks like RAG13 or agents. Paradigm, for which the corporate Proof of Concept (POC) was
marketed in early 2024, is a ready-to-use generative AI platform designed to meet all the needs of businesses and the
public sector. It harnesses the power of generative AI to optimize and enhance business productivity by automating
various business processes. This software platform stands out through its customization capabilities, user-friendliness,
and powerful features, enabling rapid integration within organizations. As a complete turnkey solution, Paradigm is built
on an advanced architecture that combines a LLM with multimodal RAG, allowing intelligent interaction with the
company’s document corpus through natural language queries. Furthermore, it includes highly specialized intelligent
agents capable of autonomously creating and managing complex workflows, such as responding to requests for calls for
tender. The production launch of this solution is scheduled for the end of 2024.




11
Frontier AI startups in Europe list | Dealroom.co; Radar 2023 des startups françaises « IA Générative », Wavestone.
12
Generative AI is a recent sub-field of general-purpose AI. It uses deep neural network learning models to create content from very large quantities of
data. It generates text, images, and other new content from an instruction, called a ‘request’ or ‘prompt’, given by a human user in natural language. It can
be adapted to a wide range of distinct tasks.
13
RAG: Retrieval augmented generation




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2.1.3 Main shareholders: As at the date of the Prospectus and prior to the Initial Public Offering, the Company’s share capital
and voting rights were as follows:

On a diluted basis, taking into account the
shares that would result from the exercise
On a non-diluted basis
of the 2017 BSPCEs, the 2020 BSPCEs and
the BSA Air

% of % of
Preferred Total Number % of Total Number % of
Ordinary share share
Shareholders shares number of of voting voting number of of voting voting
shares capital capital
S (1) shares (2) rights rights(2) shares (2) rights rights(2)
Igor CARRON 1,065,600 0 1,065,600 21.94% 1,065,600 21.94% 1,122,246 21.26% 1,122,246 21.26%
Laurent DAUDET 1,008,000 0 1,008,000 20.75% 1,008,000 20.75% 1,008,000 19.10% 1,008,000 19.10%
Florent KRZAKALA 403,200 0 403,200 8.30% 403,200 8.30% 403,200 7.64% 403,200 7.64%
Sylvain GIGAN 403,200 0 403,200 8.30% 403,200 8.30% 403,200 7.64% 403,200 7.64%
Subtotal Founders 2,880,000 0 2,880,000 59.30% 2,880,000 59.30% 2,936,646 55.64% 2,936,646 55.64%
Investors (3)(4) 1,121,572 838,461 1,960,033 40.36% 1,960,033 40.36% 2,229,439 42.23% 2,229,439 42.23%
Employees 0 0 0 0 0 0 95,842 1.82% 95,842 1.82%
Former employees 16,933 0 16,933 0.35% 16,933 0.35% 16,933 0.31% 16,933 0.31%
TOTAL 4,018,505 838,461 4,856,966 100% 4,856,966 100% 5,278,860 100% 5,278,860 100%
(1) Preference shares will be automatically converted into ordinary shares on the date of the IPO.
(2) Rounded to the second decimal
(3) This category includes individuals, legal entities, and investment funds.
(4) Including Huawei Technologies Cooperatief U.a, which holds 11.31% of the capital and voting rights on a non-diluted basis and 10.41% of the
share capital and voting rights on a diluted basis. No other shareholder holds more than 5% of the capital in this category.
The shareholders do not act in concert. A shareholders’ agreement will be entered into between the Company’s founders and will apply from the
date of the IPO.
Dilutive instruments: at the date of the Initial Public Offering, the potential dilution that will exist on the day the shares
are first listed is as follows:
Summary of dilution at the IPO Number of shares
Number of shares in the current share capital 4,856,966
Maximum number of shares to be issued on exercise of 2017 BSPCEs 94,408
Maximum number of shares to be issued on exercise of the 2020 BSPCEs 58,080
Maximum number of shares to be issued on exercise of the BSA Air 269,406
Number of shares in the diluted share capital 5,278,860
% potential dilution (based on current share capital) 8.69%
% potential dilution (based on diluted share capital) 7.99%
It should be noted that the General Meeting of 6 November 2024 decided that all the BSPCEs that became exercisable
could not be exercised from the date of the said meeting until the Settlement-Delivery to take place in the context of the
capital increase to take place at the time of a future initial public offering. Shares issued on exercise of BSPCEs after the
Settlement-Delivery must be held until the first anniversary of the Settlement-Delivery. In addition, the BSA holders’ lock-
up commitments relate to all the BSAs.

2.1.4 Identity of principal executive officers
Mr Igor CARRON, Chairman and Chief Executive Officer of the Company
Laurent DAUDET, Deputy Chief Executive Officer of the Company
2.2 – Key financial information about the issuer




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2.2.1 Historical financial information: The financial information presented below is taken from the audited restated financial
statements, prepared in accordance with generally accepted accounting principles in France, for the fiscal years ended
December 31, 2022 and December 31 ,2023 and from the intermediary financial statements subject to a limited review
for the period from January 1st, 2024 to June 30, 2024:

Summary income statement for the 6-month interim period ended June 30, 2024 and the fiscal years ended
December 31, 2023 and December 31, 2022 :
In thousands of euros 30.06.2024 31.12.23 31.12.22

Revenue 614 7,966 1,846

Other operating income 382 450 914

Operating profit (2,312) 3,677 (346)

Current income before tax NA 3,643 (381)

Net income (2,089) 3,736 (133)


Summary of performance indicators tracked by management:
In thousands of euros 30.06.2024 31.12.23 31.12.22

Gross margin 227 6,610 1,233

Net debt 1,481 2,838 (1,298)

EBITDA -2,378 3,945 (10)


Summary balance sheet for the 6-month interim period ended June 30, 2024 and the fiscal years ended December
31, 2023 and December 31, 2022:
In thousands of euros 30.06.2024 31.12.23 31.12.22

Fixed assets 1,134 1,005 1,611

Current assets 3,811 6,172 1,394

Provisions 0 0 0

Shareholders’ equity 2,295 4,383 740

Borrowings and financial debts 1,452 1,758 1,829

Cash and cash equivalents 2,933 4,594 531


Summary of cash flows for the 6-month interim period ended June 30, 2024 and the fiscal years ended December
31, 2023 and December 31, 2022:
In thousands of euros 30.06.2024 31.12.23 31.12.22
Net cash flow from operating activities (A)
(1,293) 3,971 (416)
Net cash used in investing activities (B)
(62) 144 (203)
Net cash used in financing activities (C)
(306) (53) 755
Change in cash (A + B + C)
(1,661) 4,062 136


Net debt for the 6-month interim period ended June 30, 2024 and the fiscal years ended December 31, 2023 and
December 31, 202214:
In thousands of euros 30.06.2024 31.12.23 31.12.22




14
Net indebtedness comprises borrowings, financial liabilities and lease liabilities, less available cash.




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Borrowings and financial debt (1,452) (1,758) (1,829)

Cash and cash equivalents 2,933 4,596 531

Net debt 1,481 2,838 (1,298)

Summary of financial objectives: For the 2024 financial year, LightOn intends to focus its business model on revenue
from Paradigm licences – SaaS-type licences. This trend should initially lead to a decline in revenue between the financial
year ending 31 December 2023 and the financial year ending 31 December 2024. The ARR target by the end of the 2024
financial year is a doubling of the ARR compared with the ARR of €0.9m at 31 July 2024.
LightOn has set the following targets for 2025: i) an acceleration in revenue growth from Paradigm licenses, with ARR of
around €6m by the end of 2025, and ii) a model in which Paradigm makes a strong contribution to revenue, with a
complementary contribution from Forge.
For the 2026 financial year, LightOn has set a target of achieving positive EBITDA and free cash flow.
The Company’s revenue target is around €40m for the 2027 financial year, with revenue already secured until 2027, and
its EBITDA margin target is around 40% for the 2027 financial year, with ARR of around €35m by the end of 2027, of which
around two-thirds from indirect sales of Paradigm licences.


2.2.2 Qualified opinion on historical financial information: none
2.3 - Risks specific to the issuer
2.3.1 An investment in the Company’s securities involves numerous risks and uncertainties related to the Company’s business
that could result in investors losing some or all their investment, including:
Risks related to the Company’s business sectors
Risks related to the development of the generative artificial intelligence market, a new and rapidly evolving market;
Risks related to changes in public policy and regulations on generative AI;
Risks related to the Company’s growth strategy
Risks related to the Company’s ability to successfully implement its growth strategy;
Risks related to the business of the Company
Risks related to the ability to attract and retain the talent essential to successful growth;
Risks related to IT infrastructure;
Risks related to the reputation of the Company;
Regulatory and legal risks
Risks related to the proliferation of regulations linked to artificial intelligence and, in particular, compliance with the AI Act.
Section 3 - Key information on the securities
3.1 – Main characteristics of the securities
3.1.1 Nature, categories and identification number of the securities offered: the Company’s securities for which admission
to trading on Euronext Growth Paris (“Euronext Growth”) is requested are:
- All the Shares comprising the Company’s share capital, i.e., 4,018,505 Shares with a par value of 0.01 euro each, fully
subscribed, fully paid-up and of the same class (the “Existing Shares”);
- A number of 838,461 ordinary shares to be issued as a result of the conversion of preference shares issued by the
Company to certain investors;
- A maximum number of 269,406 ordinary shares to be issued in the event of the exercise of warrants (BSA) issued by
the Company to certain investors;
- A maximum number of 152,488 ordinary shares to be issued in the event of the exercise of bons de parts de créateurs
d’entreprise (BSPCEs) issued by the Company to certain employees and corporate officers;
- 1,000,000 new shares to be issued as part of a cash capital increase with cancellation of shareholders’ preferential
subscription rights by way of a public offering issued at a subscription price of 10.35 euros per share (i.e. a maximum
amount of approximately 10.4 million euros)
- Which may be increased to 1,150,000 new shares if the Extension Clause is exercised in full (together the
“New Shares”),
- And which may be increased to a maximum of 1,306,000 New Shares if the Over-Allotment Option is
exercised in full (the “Additional New Shares” and together with the New Shares, the “Offering Shares”).
Assimilation to the Existing Shares: The New Shares will all have the same par value and the same class as the Existing
Shares.
Date of dividend entitlement: the New Shares will be assimilable to the Existing Shares from the date of issue. They will
carry current dividend rights.
ISIN Code: FR0013230950
3.1.2 Currency of issue / Denomination / Mnemonic code: Euro / LIGHTON / ALTAI-FR




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3.1.3 Number of offered shares: The offering of securities (hereinafter the “Offering”) relates to a maximum number of
1,000,000 New Shares, (which may be increased to 1,150,000 New Shares in the event of full exercise of the Extension
Clause and to 1,306,000 New Shares in the event of full exercise of the Over-Allotment Option, with a par value of 0.01
euro cent, including a share premium of 10.34 euros each, to be subscribed in cash, as part of a capital increase with
cancellation of shareholders’ preferential subscription rights by way of a public offering.

3.1.4 Rights attaching to shares: Under current French legislation and the Company’s bylaws, the main rights attached to the
Company’s shares are as follows: (i) dividend rights and right to participate to the Company’s profits, (ii) the right to
participate in shareholders’ meetings, (iii) the right to vote, it being specified that a double voting right will be granted to
any share registered for a continuous period of two years in the name of the same shareholder (retroactively taking into
account the registration of the Shares in the name of the same shareholder for two years prior to the Initial Public
Offering), (iv) preferential right of subscription for shares of the same category, (v) right to receive a share of any surplus in
the event of liquidation of the Company.

3.1.5 Restriction on the free transferability of shares: There are no provisions of the Articles of Association limiting the free
transferability of the shares comprising the Company’s share capital.

3.1.6 Dividend policy: There are no plans to introduce a dividend payment policy in the short or medium term, given the
Company’s stage of development, in order to mobilise the resources available to finance its development plan.
3.2 – Main characteristics of the securities
3.2.1 Application for listing: Application has been made to list the Existing Shares and the New Shares on the Euronext Growth
market. No other application for listing on a regulated market or another multilateral trading facility has been made by the
Company.
3.3 – Underwriting
3.3.1 The issue of the Offering Shares is subject to an underwriting agreement (which does not constitute a performance
guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code) entered into
between the Global Coordinator, Lead Manager and Bookrunner and the Company in respect of all the Offering Shares.
3.4 – Main risks specific to the securities
3.4.1 Main risks specific to the securities: An investment in the Company’s securities involves numerous risks and
uncertainties that could result in investors losing all or part of their investment, in particular:
- The Company’s shares have never been traded on a financial market and are subject to market fluctuations;
- The Company’s share capital and voting rights could be diluted if all outstanding dilutive instruments were exercised. In
addition, the Company may have additional financing needs in the future, which could lead to further dilution of its
shareholders’ holding. In addition, from the date of admission to trading of the Company’s Shares, existing shareholders
will benefit from double voting rights, which would dilute the percentage of voting rights held by other shareholders who
do not benefit from such rights;
- The volatility and liquidity of the Company’s shares could fluctuate significantly;
- Sales of the Company’s shares may occur on the market at the end of the lock-up periods entered into by certain
historical shareholders;
- Risks relating to insufficient subscriptions and cancellation of the Offering;
- Failure to sign or termination of the underwriting agreement could result in cancellation of the Offering.
Section 4 – Key information on the public offering of the securities
4.1 – Conditions and timetable of the Offering
4.1.1 Terms and conditions of the Offering – Structure of the Offering: It is intended that the Offering Shares will be
distributed as part of a global offering (the “Offering”), comprising:
- a public offering in France in the form of a fixed-price offering, primarily aimed at individuals (the “Public Offering”);
- a global placement primarily aimed at institutional investors (the “Global Placement”), comprising a private placement
in France and an international private placement in certain countries (except for the United States, Canada, Australia and
Japan).
A minimum of 10% of the number of Offer Shares in the Offering (excluding any exercise of the Extension Clause and the
Over-Allotment Option) will be offered in the Public Offering. Two categories of subscription orders are likely to be issued
in response to the Public Offering (i) fractional A1 orders: between 1 and 250 shares inclusive; and (ii) fractional A2
orders: more than 250 shares (it being specified that fractional A1 orders will benefit from preferential treatment over
fractional A2 orders in the event that all A orders cannot be fully satisfied).
Extension Clause: Depending on demand, the number of New Shares may, in agreement with the Global Coordinator,
Lead Manager and Bookrunner, be increased by a maximum of 15%, i.e., a maximum number of 150,000 New Shares (the
“Extension Clause”).




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Over-Allotment Option (stabilization): In order to cover possible over-allotments, Otium Venture will grant Portzamparc
an option to acquire a number of Shares representing a maximum of 13.6% of the cumulative number of New Shares after
exercise, if any, of all or part of the Extension Clause, i.e. a maximum of 156,000 Additional New Shares (the “Over-
Allotment Option”).
Offering Price and methods of determining the Offering Price: The price of the Offering Shares in the Public Offering
will be equal to the price of the Offering Shares in the Global Offering (the “Offering Price”). The Offering Price was set by
the Company’s Board of Directors on November 6, 2024 at 10.35 euros per share.
Gross and net proceeds of the Offer: For information purposes, the gross and net proceeds of the issue of the New
Shares would be as follows:
In millions of euros 75% issue 100% Offering with full Offering with full exercise of the
Offering exercise of the Extension Clause and the Over-
Extension Clause Allotment Option
Gross proceeds 7.8 10.4 11.9 13.5
Estimated expenses 1.5 1.7 1.8 1.8
Net proceeds 6.2 8.7 10.2 11.7
In the event that subscriptions under the Offering represent at least 75% of its initial size (i.e. 750,000 New Shares), the
size of the Offering may be reduced by the number of subscriptions received. It is specified that the subscription
commitments already received by the Company at the date of the Prospectus represent approximately 30% of the gross
amount of the Offering (excluding the exercise of the Extension Clause and the Over-Allotment Option).
Indicative timetable:
November 6, 2024 Determination of the Offering Price
November 7, 2024 Approval of the Prospectus by the AMF
Publication of the press release announcing the Offering and the availability of the Prospectus,
November 8, 2024 publication by Euronext of the notice of opening of the Public Offering and opening of the Public
Offering and the Global Offering
Closing of the Public Offering at 5 p.m. (Paris time) for over-the-counter subscriptions and at 8 p.m.
November 20, 2024
(Paris time) for online subscriptions.
Closing of the Global Offering at noon (Paris time), signature of the Underwriting Agreement,
November 21, 2024 publication by Euronext of the notice of the result of the Offering and publication of the press release
indicating the Offering Price and the result of the Offering.
November 25, 2024 Settlement and delivery of the Public Offering and the Global Offering
Start of trading of the Company’s shares on Euronext Growth on a trading line entitled “LightOn”
November 26, 2024
and start of any stabilization period
December 19, 2024 Deadline for exercising the Over-Allotment Option and end of any stabilization period
Subscription and purchase procedures
Persons wishing to take part in the Public Offering must submit their orders to an authorized financial intermediary in
France, no later than 5 p.m. (Paris time) on November 20, 2024 for over-the-counter subscriptions and purchases, and 8
p.m. (Paris time) for online subscriptions and purchases, if their financial intermediary allows them to do so. To be taken
into account, orders issued in connection with the Global Offering must be received by Portzamparc (BNP PARIBAS
Group) (the “Global Coordinator, Lead Manager and Bookrunner”) no later than noon (Paris time) on November 21,
2024, unless the offering closes early.
Revocation of orders: Subscription orders received from individuals online as part of the Public Offering may be revoked
online until the close of the Public Offering on November 20, 2024 at 8:00 pm (Paris time). All orders issued in connection
with the Global Offering may be revoked with the Global Coordinator, Lead Manager and Bookrunner until November 21,
2024 at 12:00 p.m. (Paris time), unless the Offering is closed early or extended.
Subscription commitments received: Axon Partners Group has undertaken to issue an order at the Offering Price of an
amount of 3 million euros, representing approximately 30% of the gross amount of the Offering (excluding the exercise of
the Extension Clause and the Over-Allotment Option). This order is intended to be taken up in full.
Company’s abstention undertaking: 180 calendar days following the settlement-delivery date of the Offering, subject to
certain exceptions.
Lock-up Undertakings: Shareholders other than the founders and employees will grant the Global Coordinator, Lead
Manager and Bookrunner a lock-up commitment for a period of 180 calendar days following the settlement-delivery date
of the Offering, subject to certain customary exceptions, covering 39.7% of the share capital prior to the Offering. The
founders and employees will grant the Global Coordinator, Lead Manager and Bookrunner a lock-up commitment for a
period of 360 calendar days following the settlement-delivery date of the Offering, subject to certain customary
exceptions, covering 59.3% of the share capital prior to the Offering.
Shareholdings following the Offering
Following the Offering, the Company’s shareholder structure would be as follows:
If the Offering is made at 75% If the Offering is made at 75%
% of % of % of
Shareholders Voting % of share Voting
Shares share voting Shares voting
rights capital rights*
capital rights* rights*
Igor CARRON 1,065,600 19.00% 2,131,200 20.37% 1,065,600 18.19% 2,131,200 19.89%



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Laurent 1,008,000 17.98% 2,016,000 19.27% 1,008,000 17.21% 2,016,000 18.82%
DAUDET
Florent 403,200 7.19% 806,400 7.71% 403,200 6.88% 806,400 7.53%
KRZAKALA
Sylvain 403,200 7.19% 806,400 7.71% 403,200 6.88% 806,400 7.53%
GIGAN
Sub-total 2,880,000 51.36% 5,760,000 55.05% 2,880,000 49.17% 5,760,000 53.76%
Founders
Investors 1,960,033 34.96% 3,920,066 37.46% 1,960,033 33.46% 3,920,066 36.59%
Former 16,933 0.30% 33,866 0.32% 16,933 0.29% 33,866 0.32%
employees
Other15 289,855 5.17% 289,855 2.77% 289,855 4.95% 289,855 2.71%
Public 460,145 8.21% 460,145 4.40% 710,145 12.12% 710,145 6.63%
Total 5,606,966 100.00% 10,463,932 100.00% 5,856,966 100.00% 10,713,932 100.00%

After full exercise of the Extension Clause but After full exercise of the Extension Clause but
excluding exercise of the Over-Allotment Option excluding exercise of the Over-Allotment Option
Shareholders % of % of % of
Voting % of share Voting
Shares share voting Shares voting
rights capital rights*
capital rights* rights*
Igor CARRON 1,065,600 17.74% 2,131,200 19.62% 1,065,600 17.29% 2,131,200 19.62%
Laurent 1,008,000 16.78% 2,016,000 18.56% 1,008,000 16.36% 2,016,000 18.56%
DAUDET
Florent 403,200 6.71% 806,400 7.42% 403,200 6.54% 806,400 7.42%
KRZAKALA
Sylvain GIGAN 403,200 6.71% 806,400 7.42% 403,200 6.54% 806,400 7.42%
Sub-total 2,880,000 47.94% 5,760,000 53.02% 2,880,000 46.73% 5,760,000 53.02%
Founders
Investors 1,960,033 32.63% 3,920,066 36.08% 1,960,033 31,80% 3,764,066 34.65%
Former 16,933 0.28% 33,866 0.31% 16,933 0.27% 33,866 0.31%
employees
Other16 289,855 4.83% 289,855 2.67% 289,855 4.70% 289,855 2.67%
Public 860,145 14.32% 860,145 7.92% 1,016,145 16.49% 1,016,145 9.35%
Total 6,006,966 100.00% 10,863,932 100.00% 6,162,966 100.00% 10,863,932 100.00%
* After considering the attribution of double voting rights as from the listing of the Shares on Euronext Growth (retroactively taking
into account the registration of the Shares in the name of the same shareholder for two years prior to the Listing) and the loss of
double voting rights of Otium Venture attached to shares lent under the over-allotment option (stabilization) and without taking
into account the possible exercise of BSPCEs and BSAs.
4.1.2 Estimates of total expenses related to the issue: On the basis of the Offering Price, equal to 10.35 euros, the expenses
related to the Offering to be borne by the Company are estimated at (i) approximately 1,5 million euros in the event of
completion of the Offering at 75% and (ii) approximately 1,7 million euros in the event of completion of the Offering at
100%.
4.1.3 Impact of the Offering on the Company’s shareholders’ equity:
On the basis of shareholders’ equity as at June 30, 2024 determined from the restated financial statements prepared
under French GAAP and the number of Shares comprising the Company’s share capital at the date of approval of the
Prospectus, in the case of a shareholder not subscribing to the Offering and on the basis of the Offering Price, equal to
10.35 euros:
- Its shareholding would be reduced:
- as a result of the Offering from 1% to 0.83 % of the share capital after the Offering (from 1% to 0.87 % in the
event of an issue at 75% of the Offering) ;
- as a result of the Offering and exercise in full of the Extension Clause but excluding the exercise of the Over-
Allotment Option from 1% to 0.81 % of the share capital after the Offering and exercise in full of the Extension
Clause but excluding the exercise of the Over-Allotment Option;
- as a result of the Offering and full exercise of the Extension Clause and the Over-Allotment Option from 1%
to 0.79 % of the share capital after the Offering and full exercise of the Extension Clause and the Over-
Allotment Option;
- The per-share equity allocation of a shareholder not subscribing to the Offering would be increased as a result of the
Offering from 0.47 euro to 1.87 euro per share (from 0.47 euro to 1.52 euro in the event of an issue at 75% of the
Offering), as a result of the Offering and exercise in full of the Extension Clause but excluding the exercise of the Over-
Allotment Option from 0.47 euro to 2.07 euros per share, and as a result of the Offering and exercise in full of the
Extension Clause and the Over-Allotment Option from 0.47 euro to 2.27 euros per share after allocation of legal and
administrative costs and the overall remuneration of the financial intermediaries (net of tax).

15
Corresponding to investors who have made subscription commitments at the date of the Prospectus, as indicated in this 4.1.1.
16
Corresponding to investors who have made subscription commitments at the date of the Prospectus, as indicated in this 4.1.1.




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4.1.4 Expenses billed to the investor by the Issuer: none.
4.2 – Reasons for this Prospectus
4.2.1 Reasons for the Offering and intended use of the proceeds: the issue of New Shares and the listing of the Company’s
Shares on Euronext Growth are intended to provide LightOn with the necessary means to finance its development
strategy. The Company wishes to allocate the net proceeds of the funds raised under the Offering, which amount to
approximately 8,7 million euros (based on the Offering Price, before exercise of the Extension Clause and the Over-
Allotment Option), as follows, after full repayment (principal + interest) of the 2018 OCAs:
- Development of the Company’s structure (development of the sales and marketing force, associated sales expenses
and recruitment of engineers) around 60% of the net proceeds of the funds raised under the Offer after redemption of
the 2018 OCAs; and
- Technological investments (development of new Paradigm functionalities (agent development, multimodal RAG
capabilities, etc.), fine-tuning of specialized models dedicated to priority sectors and geographies, and purchase of
computing power for research and development purposes) around 40% of the net proceeds of the funds raised in
connection with the Offer after redemption of the 2018 OCAs.
In the event that the Offer is only 75% subscribed, based on the Offer Price, the funds raised would be allocated, after
redemption of the 2018 OCAs, to financing investments in the development of the Company’s structure (around 60% of
the net proceeds of the funds raised) and financing technological investments (around 40% of the net proceeds of the
funds raised), which would not call into question the Company’s objectives. Should the Extension Clause and the Over-
Allotment Option be exercised in full, the use of funds following redemption of the 2018 OCAs would be the same.
4.2.2 Statement on net working capital: As of the date of this Securities Note and prior to the Offering, the Company does not
have sufficient net working capital to meet its cash requirements over the next 12 months, as part of the implementation
of its development strategy. Cash and cash equivalents as at September 30, 2024 stood at 2.8 million euros. Given the
investments planned as part of the Company’s development strategy, a working capital shortfall could arise from April
2025 onwards, in the absence of an IPO. The additional cash requirement to finance this strategy over the 12 months
following the date of this Securities Note is estimated at around €2.5 million. This amount considers the repayment of
principal and interest of the convertible bonds (“OCA 2018”) on the date of the IPO.
To finance its development strategy, the Company plans to carry out a capital increase through an initial public offering of
its shares on the Euronext Growth market, the net proceeds of which will be used to cover its financing needs over the
next 12 months, whether the capital increase is carried out at 75% or 100%. If the Offering is completed (including at
75%), the Company will have sufficient net working capital to meet its cash requirements over the next 12 months. It is
specified that the IPO is subject to subscription commitments, representing an amount of 3 M€ at the Offering price, i.e.
30% of the Offering. In the event of completion of the Offer (including at 75%), the Company will have sufficient net
working capital to meet its cash requirements over the next 12 months. If market conditions do not allow the envisaged
IPO to be carried out, the Company would then have to pursue its historically deployed growth strategy and would then
have sufficient net working capital to meet its cash requirements for the next 12 months from the date of this Securities
Note.

4.2.3 Underwriting Agreement: The Offering will be subject to an underwriting agreement (which does not constitute a
performance guarantee (garantie de bonne fin) within the meaning of article L. 225-145 of the French Commercial Code)
entered into between the Global Coordinator, Lead Manager and Bookrunner and the Company in respect of all of the
Offering Shares (the “Guarantee Agreement”), which is expected to be signed on the date on which the Offering Price is
set (i.e., according to the indicative timetable, on November 21, 2024).


4.2.4 Principal conflicts of interest related to the issue/the Offer: Portzamparc (BNP PARIBAS Group), “Listing Sponsor”
and Global Coordinator, Lead Manager and Bookrunner has provided and/or may provide in the future, various banking,
financial, investment, commercial and other services to the Company, its affiliates or shareholders or its corporate
officers, for which it has received or may receive remuneration.
4.3 – Who is the offeror of securities (if different from the issuer)?
4.3.1 Not applicable




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