The CUSTO 1A compartment of Spreds Finance would participate in the financing of CUSTO BV/SRL planned between €205,000 and €1,000,000 (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 CUSTO by Spreds Finance (see below) are met:

- The total amount of commitments to subscribe to this Capital Increase is at least €205,000 and not more than €1,000,000.

- The capital increase is based on a maximum pre-money valuation of €3,675,360.

- The CUSTO 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the CUSTO 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"), being 24/05/2024. 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 24/08/2023 and ends on the Closing Date, which is in principle 24/11/2023.

It may be decided to extend the subscription period by 3 months (until 24/02/2024 at the latest), if the total amount of subscriptions on 24/11/2023 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 24/05/2024 if the subscription period ends on 24/11/2023. 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 €300,000.

CUSTO has already received convertible loan agreements with several investors for a total amount of €459,700 in the period between August 2021 and November 2022. 

In principle, these convertible loans will be converted into shares during the upcoming capital increase. While these amounts were already received in the period between August 2021 and November 2022, they will be included in the amounts contributed to the upcoming Capital Increase as they will be converted into shares during this capital increase.

There are more convertible loan agreements currently negotiated which (if all signed) could amount to an additional €180,000 in funding. These loans should in principle also be converted into shares during the upcoming capital increase and these contributions will therefore also be included in the amounts contributed to the Capital Increase.

A choice was made for convertible loans to speed up the process and the transferring of funds.

If the convertible loans currently negotiated are indeed obtained and converted during the Capital Increase, together will all other convertible loans, an amount of € 639,700 will be contributed in kind. All convertible loan-holders will subscribe with a discount of 25% on the pre-money valuation applicable to them, with the exception of Belfius (who awarded a convertible loan through its accelerator program ‘The Birdhouse’), who will have a 15% discount on the pre-money valuation applicable to it.

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 loan-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 more realistic numbers, please see the table below. 

The investors’ attention is drawn to the fact that due to some currently unknown factors which will depend on the lenders and the date of the capital increase, the percentages shown in the table hereunder might vary lightly. Indeed, whether or not all convertible loans will be converted at the upcoming capital increase and whether or not all interests will be added to the principal loan amount for conversion purposes as well as the actual date of the capital increase (which will make a difference in the amount of interests due to the lenders) are elements which will only be certain at the moment of the capital increase, as they depend on the choice of the lenders and the actual date of the capital increase.

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

Investors are informed that CUSTO plans to create an employee stock option plan whereby subscription rights (the former ‘warrants’) will be issued which, when fully exercised, will lead to the creation of around 270 shares. The exercise of the ESOP will lead to a maximal dilution of 21%. 

CUSTO is supported by The Birdhouse and has completed its accelerator program. Through this acceleration program, a convertible loan of €39,700 was obtained in November 2022.

Moreover, CUSTO also closely collaborates with The Harbour (which provides funding-advice to SME's)