Investing carries serious risks, including partial or total loss of capital. Please read the Key Investment Information Sheet and the Risk factors and login before investing.
Diamanti Per Tutti 1A
The DIAMANTI PER TUTTI 1A compartment of Spreds Finance would participate in the financing of DIAMANTI PER TUTTI ("DPT") BV/SRL planned between € 750,000 and € 1,250,000 (the "Financing Round").
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.
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 €1,000 (excluding subscription fees).
The minimum offering amount is €50,000.
The Participatory Notes will only be issued if, within 15 business days after the Closing Date (the Effective Date), the following listed cumulative and conditions precedent to the subscription of the convertible loan issued by DIAMANTI PER TUTTI by Spreds Finance are met:
The minimum offering amount is €50,000.
The Participatory Notes will only be issued if, within 15 business days after the Closing Date (the Effective Date), the following listed cumulative and conditions precedent to the subscription of the convertible loan issued by DIAMANTI PER TUTTI by Spreds Finance are met:
- The total amount of commitments to subscribe to a convertible loan issued by DPT on the same terms as the one to which the DIAMANTI PER TUTTI 1A compartment would subscribe is at least €750,000 and not more than €1,250,000.
- Spreds Finance will subscribe an amount equal to the result of the subscription of Participating Notes of the DIAMANTI PER TUTTI 1A compartment. This amount must be at least €50,000.
Spreds Finance verifies that such conditions precedent are met no later than 15 business days after the Closing Date (‘Effective Date’), being 12/11/2025 (or 12/02/2026 if extended). 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 respective Subscription Amount paid by the Investors will be refunded no later than 15 business days after the Effective Date.
Subscription period
The subscription period begins on 12/08/2025 and ends on the Closing Date, which is in principle 12/11/2025.
It may be decided to extend the subscription period by 3 months (until 12/02/2026 at the latest), if the total amount of subscriptions on 12/11/2025 is at least €40,000.
The offering may be closed early once the minimum offering amount, of €50,000, has been reached.
The Participatory Notes will be issued on the date of the loan agreement between the DIAMANTI PER TUTTI 1A compartment of Spreds Finance and DPT is signed, if the conditions for issuing these Participatory Notes are met. That is, at the latest on 03/12/2025 if the subscription period ends on 12/11/2025. This may be earlier (if the offering closes early) or later (if the subscription period is extended).
It may be decided to extend the subscription period by 3 months (until 12/02/2026 at the latest), if the total amount of subscriptions on 12/11/2025 is at least €40,000.
The offering may be closed early once the minimum offering amount, of €50,000, has been reached.
The Participatory Notes will be issued on the date of the loan agreement between the DIAMANTI PER TUTTI 1A compartment of Spreds Finance and DPT is signed, if the conditions for issuing these Participatory Notes are met. That is, at the latest on 03/12/2025 if the subscription period ends on 12/11/2025. This may be earlier (if the offering closes early) or later (if the subscription period is extended).
Modalities of the convertible loan
Interest:
- The gross annual interest rate is 8.00%.
- Interest is capitalised and therefore not paid out during the term of the convertible loan.
- A tax is payable on the gross interest: the withholding tax. This tax amounts to 30% of the gross interest and is withheld at source, which means that the investor receives net interest immediately and does not have to pay taxes on this net interest later. The net interest rate is 5.60%.
- Interest is calculated based on the actual number of days that have elapsed since the date the loan was granted and a 365-day year. The interest amount will be payable by DPT on the maturity date to the extent that such interest amount has not been prepaid by DPT or converted into shares at that time. DPT has the right on each anniversary of the loan to prepay the then expiring interest (at least 1 year).
Maturity:
- The loan is provided for a period from the date of signing of the loan agreement (between the DIAMANTI PER TUTTI 1A compartment of Spreds Finance and DPT) to the earlier of (i) conversion or (ii) 60 months from the date of signing of the loan agreement. If the offer ends on 12/11/2025, it is foreseen for the loan to commence on 19/11/2025. In that case, the maturity date will be no later than 19/11/2030. In principle, there will be no interim payments.
Interim payments:
- There is no provision for interest payments and repayment of capital as in the case of a conventional loan. The purpose of this convertible loan is conversion of the invested capital (plus capitalised interest) into shares of DPT.
Conversion mechanism:
- The DIAMANTI PER TUTTI 1A compartment of Spreds Finance will be able (but not required) to convert the loan and all accrued and unpaid net interest into new shares in the following cases and as follows:
In the event of an equity event prior to maturity:
1) An equity event is defined as:
a) The sale of at least 30% of the shares to a third party who is not a shareholder (the “Sale”); or
b) A capital increase with new capital contributed by a third party (who is not currently a shareholder) (a “Capital Increase”).
2) In such a case, the DIAMANTI PER TUTTI 1A compartment may convert at:
a) In the event of an equity event triggered by a Sale: the price per share paid by the third party minus a discount of 20% calculated on the basis of the total number of shares that will be outstanding after this sale and any conversion pursuant to the convertible loans issued in the financing round.
b) In the event of an equity event triggered by a Capital Increase: the subscription price per share (including issue premium) of the new shares issued in connection with the above-mentioned capital increase, with a discount of 20% calculated on the basis of the total number of shares that will be outstanding after this capital increase and any conversion pursuant to the convertible loans issued in the financing round.
At maturity:
- If no equity event has occurred prior to maturity or if the DIAMANTI PER TUTTI 1A compartment has decided not to convert despite such an equity event occurring, the DIAMANTI PER TUTTI 1A compartment may decide to convert on the maturity date of the loan at a valuation with a 25% discount on the valuation of DPT at that time, as determined by an external independent expert (e.g. Finvision, BDO or equivalent).
- DPT undertakes to make such a valuation report available in a timely manner.
Conversion procedure:
- The DIAMANTI PER TUTTI 1A compartment must give written notice of its intention to convert at least 30 days before the intended conversion date.
- The conversion takes place through the issue of new shares at the agreed conversion price (the “Conversion”).
Repayment:
Insofar as the loan (including any accrued interest) has not yet been converted into new shares as a result of the conversion before the maturity date, DPT will repay the total outstanding principal amount of the loan (including accrued interest) 60 months after the signing of the loan agreement between the DIAMANTI PER TUTTI 1A compartment and DPT.
Character of the convertible loan
The loan is unsecured but is provided with full recourse by the DIAMANTI PER TUTTI 1A compartment of Spreds Finance to DPT. Any cash repayment following the convertible loan is subordinate to the payment of all amounts due to DPT under existing or future bank financing as well as existing loans provided by PMV(/-z) to DPT.
Raise summary
| Duration | 60 months |
| Interest rate | 8% |
| Reimbursement type | Bullet |
| Crowd investments | €22,000 |
| Committed by others | €772,000 |
| Amount raised | €794,000 |
| Minimum round | €50,000 |
| Maximum round | €1,250,000 |