The JOOBS 1A compartment of Spreds Finance would participate in the financing of NOVULA NETWORK BV/SRL planned between € 25,000 and € 300,000 (the "Capital Increase").
 
Of the total amount raised during the period of the offering, Spreds Finance will use an amount of €1 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 NOVULA NETWORK by Spreds Finance (see below) are met:
 
 - The total amount of commitments to subscribe to this Capital Increase is at least € 25,000 and not more than € 300,000.
 
 - The Capital increase is based on a maximum pre-money valuation of €3,000,000.
 
 - The JOOBS 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the JOOBS 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. 26/02/2026. 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 28/05/2025 and ends on the Closing Date, which is in principle 26/08/2025.
 
It may be decided to extend the subscription period by 3 months (until 26/11/2025 at the latest), if the total amount of subscriptions on 26/08/2025 is at least €20,000.
 
The offering may be closed early once the minimum offering amount, of €25,000, has been reached. The offer may also be closed early if the total amount of orders contained in the subscription forms signed and transferred to Spreds Finance reaches the maximum amount of the offer.
 
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 26/02/2026 if the subscription period ends on 26/08/2025. This may be earlier (if the offering closes early) or later (if the subscription period is extended).

 

 

This investment opportunity is eligible for an income tax reduction for Belgian investors under the Belgian tax incentive system, the Start-Up Tax Shelter.

 

The maximum reduction of 45% of the total nominal amount invested in Participatory Notes is applicable because the underlying assets are the shares of a micro-enterprise.

 

This means that the total tax benefit will amount to a maximum of €0,45 per Participatory Note subscribed by the investor.

 

The budget available for Tax Shelter is €300,000.

 

 
In February 2025, NOVULA NETWORK obtained several convertible loans (two from David Verbustel and Fabio D'Ostillo and the third from an external investor) totalling €80,000.

The loans will be automatically converted into shares in the event of a capital increase of at least €500,000. The loans carry a cumulative annual interest rate of 5%. In the event of conversion into shares, each lender will benefit from a 20% discount on the pre-money valuation used to determine the price per share. Investors may note that such a discount (generally between 10% and 25%) is in line with the market. Indeed, this discount is given to reward the borrower for having made funds available to the company prior to an actual capital increase.

Investors may note that the conversion of these loans will result in dilution to shareholders (including Spreds Finance's JOOBS 1A compartment) if such conversion occurs after the cash contribution from Spreds Finance's JOOBS 1A compartment, which is - at present - the most plausible scenario.

It should be noted that the maximum pre-money valuation that will be used for the capital increase where the loans will be converted is €3,000,000, determined on the basis of the company's performance at that time). This means that this future capital increase will take place at a pre-money valuation lower than the post-money valuation at which the JOOBS 1A compartment of Spreds Finance would invest, which means that there will be greater dilution than if the pre-money valuation were higher than the last post-money valuation.

The Scorecard is a tool designed to help investors make more informed decisions when considering investments in start-up companies. It provides an overview of a company's current situation. Developed by Spreds, it offers an objective score based on a defined set of key factors, often identified by academic research as indicators of a start-up's potential for success. The documents provided by NOVULA NETWORK were received by Spreds and made available to (potential) investors. The content of these documents was not analyzed by Spreds nor Spreds Finance.