MindSpeaker 1A

Giving a Voice to the Voiceless
total amount raised in round
  • Backed by over 130 investors
This campaign has been closed

23/11/23: This campaign has been extended until 15 December, as indicated in the supplement to the key investment information sheet.

22/08/23 : This campaign has been extended until 24 November, in accordance with the condition for an extension, now that an amount of €109,500 was raised by 22 August.

The MINDSPEAKER 1A compartment of Spreds Finance would participate in the financing of MINDSPELLER BCI BV/SRL planned between € 524,980 and € 1,653,928 (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.

Cumulative conditions precedent

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 MINDSPELLER BCI by Spreds Finance (see below) are met:

- The total amount of commitments to subscribe to this Capital Increase is at least € 524,980 and not more than € 1,653,928.

- The maximum price per share used to subscribe to shares by Spreds Finance will be € 100.

- The MINDSPEAKER 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the MINDSPEAKER1A 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. 24/02/2024. 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.

Subscription period

The subscription period begins on 24/05/2023 and ends on the Closing Date, which is in principle 24/08/2023.

It may be decided to extend the subscription period by 3 months (until 24/11/2023 at the latest), if the total amount of subscriptions on 24/08/2023 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 24/02/2024 if the subscription period ends on 24/08/2023. This may be earlier (if the offering closes early) or later (if the subscription period is extended).

Tax Shelter (45%)

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.

Investments already confirmed

Hannes De Wachter has already invested (through his management company HDW Consult BV) 36k euros in the startup via a shareholder loan (in other words as a shareholder of the parent company, Mindspeller BV). 

Marc Van Hulle also already invested 18k euros in the startup via a shareholder loan (in other words as a shareholder of the parent company, Mindspeller BV).

Both have the intention to convert during the planned capital increase and this at the same pre-money valuation as the one that will apply to Spreds Finance, i.e. a price of € 100 per share.

MINDSPELLER BCI has also received a so-called CORONA loan from PMV z/leningen in the amount of 800,000 euros. This amount can be converted into shares, with PMV z/leningen subscribing at a price of € 75 per share, if a professional investor participates in the proposed capital increase.

In this respect, MINDSPELLER BCI has already obtained a convertible loan from V.F.B. BV in the amount of 225k-250k euro and from Van Dessel NV, also in the amount of 225k-250k euro. Both convertible loans will in principle be converted into shares during the upcoming capital increase and both investors will invest at a price of € 83,33.

Investors are advised that if one or more of these convertible loans is not converted into shares during this financing round, there will be a future dilution for the investors, especially at the time the loans are indeed converted into shares.

Given these different valuations which will apply for the capital increase (for which investors may note that it is completely in line with the market standards that convertible loans-holders subscribe at a discounted price per share), 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 the accurate numbers, please see the table below.

Please note that the above example does not take into account interest on the loans that might be converted together with the outstanding principal amounts. 

Employee Stock Option Plan

MINDSPELLER BCI will in the future create an employee stock option plan whereby subscription rights (the former 'warrants') will be issued which, when fully exercised, will lead to an overall (i.e. for all shareholders combined) dilution of 15%.