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Heupco 1A
Offer conditions
The HEUPCO 1A compartment of Spreds Finance would participate in the financing of HEUPCO BV/SRL for an amount between €25,000 and €400,000 (the “Financing”).
From the total amount raised during the offering period, Spreds Finance will use €500 per Participatory Note, subject to compliance with the conditions applicable to this investment.
The maximum offer amount of the offer: €400,000.
The maximum offer amount of the offer: €400,000.
Subscription price: Each Participatory Note has a nominal amount of €500. Added to this is a subscription cost of up to 5% of the nominal amount per
Participatory Notes (or €25). The total subscription price of a Participatory Note is thus a maximum of €525. The minimum subscription amount is
€500(excluding subscription fees).
Conditions precedent of the offering:
The Participatory Notes will only be issued if, within 15 business days after the Closing Date (the “Effective Date”), the following cumulative
conditions precedent to the subscription of a convertible loan issued by HEUPCO are met:
The Participatory Notes will only be issued if, within 15 business days after the Closing Date (the “Effective Date”), the following cumulative
conditions precedent to the subscription of a convertible loan issued by HEUPCO are met:
- The total amount of firm commitments to subscribe to a convertible loan issued by HEUPCO on the same terms as those on which the
HEUPCO 1A compartment would subscribe is at least €250,000 and not more than €400,000.
- Spreds Finance will subscribe to the convertible loan for an amount equal to the result of the subscription to Participatory Notes of the
HEUPCO 1A compartment. This amount must be at least €25,000.
Spreds Finance will verify whether these conditions are met no later than 15 business days after the closing date (the “Effective Date”), i.e. 27/08/2026 (or 27/11/2026 if extended). If one or more of these conditions are not met on that date, the Notes will not be issued and investors will be reimbursed their subscription amount no later than 15 working days after the Effective Date.
Tax Shelter
This investment does not qualify for a tax deduction for Belgian investors under the tax shelter incentive for start-ups, given that convertible loans are not eligible for this tax benefit.
Modalities of the convertible loan
The loan is granted for a period running from the date of execution of the loan agreement (between the HEUPCO 1A compartment of Spreds
Finance and HEUPCO) until the earliest of the following four dates (the “Conversion Event”):
- a capital increase;
- a change of control (meaning that the current shareholders hold less than 50% of the voting rights);
- a sale of the majority of the company’s assets; or
- 24 months from the date of execution of the loan agreement. If the offer ends on 12/08/2026, the loan will commence on 01/09/2026. In that case, the maturity date will be 01/09/2028.
During the term of the loan, there will be no repayment of principal. This is a bullet loan. Only interest will be repaid during the term of the
loan, on a quarterly basis. Interest is not capitalised.
The annual interest rate is 6.00% gross and 4.20% net.
Upon the occurrence of the Conversion Event, the loan will automatically be converted into shares. The principal amount and all accrued and
unpaid net interest will then be converted into new shares.
The conversion mechanism is as follows:
- In the case of a capital increase, the loan will be converted taking into account a conversion price based on the pre-money valuation of the relevant capital increase, multiplied by 0.8.
- In the case of a change of control, the loan will be converted taking into account a conversion price based on the price per share paid in connection with the change of control, multiplied by 0.8.
- If the valuation methods above do not apply; the loan will be converted taking into account a conversion price based on a pre-money valuation of €900,000, multiplied by 0.8.
- In all cases, the valuation will be capped at €900,000.
Valuation of the company
The company has set its maximum pre-money valuation, at the time of conversion of the convertible loan into shares, at €900,000.
Below are the elements that led Heupco to establish a base pre-money valuation of €900,000 at the time of conversion.
This valuation is based on three complementary pillars: an existing profitable and growing business activity, a documented financial trajectory, and a substantial base of intangible assets built since the acquisition in May 2024.
An established existing business
Cutshop has existed since 2018 and was taken over by the new management team in May 2024. In less than 18 months, the business was revitalized, with monthly revenue increasing by an average of 21% compared to the previous year, a seat occupancy rate above 90% with a structural waiting list at the end of the week, and more than 1,500 new clients registered on Salonkee. The average rating of 4.9/5 based on more than 445 verified reviews demonstrates a firmly established brand positioning.
A strong financial trajectory
The financial plan projects revenue of €224,307 in 2026 (renovated Mons location), €510,606 in 2027 (integration of the Tournai and Namur locations), €607,546 in 2028 and €701,625 in 2029. EBITDA is expected to reach €147,412 in 2028 and €234,986 in 2029, with free cash flow of +€172,847 in 2029 and a projected net margin of 17.8% in 2028. On a like-for-like basis, the €900,000 valuation represents 6.1x 2028 EBITDA and 3.8x 2029 EBITDA, corresponding to the lower end of valuation multiples observed for retail/lifestyle concepts in the network structuring phase.
Significant goodwill built over 18 months
Beyond its tangible assets, Heupco has built an intangible asset base that constitutes the core value of the project. This includes five components: a strong local brand with an established community and measurable reputation (4.9/5 rating, more than 1,500 active clients, growing Instagram community); a structured franchise concept, with operating manual, disclosure document and template agreement currently being finalized, transforming a single salon into a scalable network; proven operational know-how (visual identity redesign, Salonkee automation, simplification of internal processes, schedule optimization, integration of premium care services); a network of sourced partnerships (Belgian brewers, local artists, product suppliers) embodying the hybrid hair salon/bar/events concept; and a premium location on the pedestrian street in Mons with a valuable commercial lease. These intangible assets, which do not appear on the balance sheet but represent the majority of the project’s transferable value, are alone estimated at between €300,000 and €500,000, and they are precisely what makes the model scalable through franchising.
Three growth drivers already underway
The opening of two new locations in Tournai (Q3 2026) and Namur (Q4 2026), the launch of the franchise program at the end of 2026, and the introduction of a premium care range (head spa, facial care, hair prosthetics), opening the business to fast-growing markets (USD 5.7 billion for the men’s facial care market in Europe in 2025; 1.2 million hair prosthetic units sold in Europe in 2024, of which more than 65% were purchased by men).
Strong shareholder alignment
Management remains personally committed to the project and is participating in the financing round, ensuring full alignment with future Spreds investors.
Considering all of these elements — combined tangible and intangible assets, a documented financial trajectory, conservative valuation multiples, and an already initiated development plan — Heupco believes that a €900,000 pre-money valuation appropriately reflects its current stage of development and growth potential.
Confirmed amounts
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Subscription period
Start date of the offering period: 12/05/2026
Scheduled end date of the subscription period: 12/08/2026
Scheduled end date of the subscription period: 12/08/2026
Extension: Maximum extension of 3 months, until 12/11/2026
Conditions for extension: Spreds Finance may decide to extend the subscription period if the total amount of the orders contained in the subscription
forms is at least €20,000 on 12/08/2026.
Early closing: The offer may be closed early once the minimum offer amount of €25,000 has been reached. An early closure of the offer may also be
decided if the total amount of orders contained in the signed subscription forms transferred to Spreds Finance reaches the maximum offer amount.
Consequences if the target capital is not raised by the deadline: If the target capital is not raised, the Participatory Notes will not be issued and all
commitments related to this offer will be cancelled. Investors will be reimbursed for their respective Subscription Amount no later than 15 business
days after the Deadline. Investors will not incur any fees or expenses as a result of the offer not reaching the targeted amount.
Raise summary
| Duration | 24 months |
| Interest rate | 6% |
| Reimbursement frequency | Quarterly |
| Reimbursement type | Bullet |
| Crowd investments | €0 |
| Committed by others | €0 |
| Amount raised | €0 |
| Minimum round | €25,000 |
| Maximum round | €400,000 |