The FIKA 1A compartment of Spreds Finance would participate in the financing of FIKA MANAGEMENT BV/SRL planned between € 65,000 and € 290,000 (the "Capital Increase").

Of the total amount raised during the period of the offering, Spreds Finance will use an amount of € 500 per Participatory Notes for these purposes, subject to the fulfilment of the conditions for such placement.

The minimum subscription amount per investor is €500.
The minimum offering amount is €25,000.

The Notes will only be issued if, within 6 months from the Closing Date, the following listed cumulative and conditions precedent to the subscription of shares of FIKA MANAGEMENT by Spreds Finance (see below) are met:

- The total amount of commitments to subscribe to this Capital Increase is at least € 65,000 and not more than € 290,000.

- Spreds Finance's contribution is based on a maximum pre-money valuation of €900,000.

- The FIKA 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the FIKA 1A compartment. This amount must be a minimum of €25,000.

Spreds Finance verifies that such conditions precedent are met no later than 6 months after the Closing Date ("Effective Date"), i.e. 15/06/2024. In the event that one or more of these conditions are not met by the Effective Date, the Notes will not be issued and the Subscription Amount paid by the Investors respectively will be refunded no later than 15 business days after the Effective Date.

The subscription period begins on 15/09/2023 and ends on the Closing Date, which is in principle 15/12/2023.

It may be decided to extend the subscription period by 3 months (until 15/03/2024 at the latest), if the total amount of subscriptions on 15/09/2023 is at least €20,000.

The offering may be closed early once the minimum offering amount, of €25,000, has been reached.

Investors who have subscribed to the Participatory Notes before any extension of the subscription period will be notified by e-mail and will have the right to withdraw their investment for 4 calendar days, starting from the day of sending this e-mail.

The Participatory Notes will be issued on the date of the capital increase, if the conditions for issuing these Participatory Notes are met. That is, at the latest on 15/06/2024 if the subscription period ends on 15/12/2023. This may be earlier (if the offering closes early) or later (if the subscription period is extended).

This investment is eligible for a tax deduction for Belgian investors under the tax shelter incentive for start-ups.

The deduction of up to 45% of the total Nominal Amount of the Notes invested will be applicable as the underlying assets are shares in a micro company.

This means that the total tax benefit will thus be a maximum of € 225 per Note subscribed by the investor.

The available tax shelter budget is €250,000.

The company received convertible loans of €40,000 at the end of June, including €10,000 from the 2 entrepreneurs. These loans will be converted at the time of the next Capital increase to which Spreds Finance will subscribe (if this offer is successful) and the converted amounts are therefore part of the contributions made to the Capital increase. The lenders will convert at the same pre-money valuation as the one applicable to Spreds Finance, with a 20% discount. Investors may note that it is entirely in line with market norms for convertible loan holders to subscribe at a discounted price per share.

Given the different valuations which will apply for the Capital Increase, please note that the table as reprised in the 'Raise Summary' to the right is not fully accurate (specifically concerning the % of shares which would be held by Spreds Finance and the pre and post-money valuation (both minimum and maximum). For more realistic numbers, please see the table below.

Please note that the above example does not take into account any interest on loans that may be converted at the same time as the principal amounts. 

Investors should note that if one or more of these convertible loans are not converted into shares during this financing round, there will be future dilution for investors, particularly when the loans are actually converted into shares. 
 

 
In the future, the company will set up an employee stock option plan under which subscription rights (the former 'warrants') will be issued which, when fully exercised, will lead to an overall dilution (i.e. for all shareholders combined) of 7.5%.