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Couch Potato Studios 1A
Turning creative efficiency into scalable growth
Key Investment Information Sheet
Terms & Conditions
Equity
€10,080
total amount raised in round
40%
- Eligible for a tax reduction
Offer conditions
The COUCH POTATO STUDIOS compartment of Spreds Finance would participate in the financing of COUCH POTATO STUDIOS BV/SRL for an amount between €25,000 and €350,000 (the “Capital Increase”).
From the total amount raised during the offering period, Spreds Finance will use €1 per Participatory Note, subject to compliance with the conditions applicable to this investment.
The maximum offer amount of the offer: €300,000
The maximum offer amount of the offer: €300,000
Subscription price: Each Participatory Note has a nominal amount of €1. Added to this is a subscription cost of up to 5% of the nominal amount per Participatory Notes (or €0.05). The total subscription price of a Participatory Note is thus a maximum of €1.05. The minimum subscription amount is €500 (excluding subscription fees).
Conditions precedent of the offering:
The Notes will only be issued if, within 6 months from the Closing Date (the Effective Date), the following cumulative conditions precedent to the subscription of shares of COUCH POTATO STUDIOS by Spreds Finance are met:
The Notes will only be issued if, within 6 months from the Closing Date (the Effective Date), the following cumulative conditions precedent to the subscription of shares of COUCH POTATO STUDIOS by Spreds Finance are met:
- The total amount of firm commitments to subscribe to this capital increase shall be at least €25,000 and not more than €350,000.
- The Capital Increase is carried out on the basis of a pre-money valuation of the Company of maximum €900,000.
- Spreds Finance will participate in the capital increase for an amount equal to the result of the subscription to Participatory Notes of the COUCH POTATO STUDIOS 1A Compartment. This amount must be at least €25,000.
Spreds Finance will verify whether these conditions are met no later than six months after the closing date (the “Effective Date”), i.e. 05/03/2027.
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 (45%)
This investment is eligible for a tax reduction for Belgian investors under the tax incentive on tax shelter for start-ups. The reduction of up to 45% of the total nominal amount of the Participatory Notes invested will be applicable since the Underlying Assets are shares in a micro- enterprise. The total tax benefit is therefore a maximum of €0.45 per Participatory Note. The total tax benefit is therefore a maximum of €0.45 per Participatory Note.
The available tax shelter budget is €300,000.
Valuation of the company
Pre-money valuation of the company
The valuation was set by the company in collaboration with Vesper Ventures, financial advisor to Couch Potato Studios, based on two complementary methods.
Company valuation
The company has set a pre-money valuation of €900,000, corresponding to a post-money valuation of €1,200,000 based on an investment of €300,000 (representing a 25% equity stake).
This valuation was determined using two complementary methods: a comparable transaction and the VC method, each assessed against the specific circumstances of Couch Potato Studios as outlined in the business plan.
1. Comparable transaction
In July 2025, Aberratic, a Belgian pre-revenue game studio developing its first title with a team of six people, raised an investment round of €750,000 led by Leansquare, with participation from ForsVC and Wallimage Entreprises. The studio was at a comparable early stage: pre-revenue, first title under development, and a small, focused team.
Taking into account the early stage of Couch Potato Studios, which likewise consists of a team of six professionals, has not yet completed a previous investment round, but has a clear roadmap toward 12 full-time employees (FTEs), a pre-money valuation of €900,000 is consistent with this market precedent and aligned with market standards.
2. VC Method (based on EBITDA projections)
As outlined in the business plan, the business model of Couch Potato Studios anticipates the development of at least one game per year, with a target annual revenue of €1.4 million by Year 3 (2028). The projected EBITDA for 2028 is €296,000. In subsequent years, a stable annual EBITDA of approximately €1.2 million is considered realistic, based on:
- 3 to 5 available titles generating long-tail sales;
- A reusable codebase, assets, and design systems (reducing development costs per title);
- A repeatable development model with production cycles of less than 12 months.
Based on market data (Equidam, Finerva), EBITDA multiples ranging from 4.7x to 13.8x are commonly applied to gaming and interactive entertainment companies, depending on diversification and maturity. For an early-stage indie studio without a track record, we deliberately apply a conservative multiple of 5x to 7.5x, resulting in a long-term enterprise value of €6 million to €9 million.
The VC method then works backward to determine the current valuation as follows: assuming an exit value of €6 million (the lower end of the range) and a current ownership stake of 25% (based on a €300,000 investment in a €1.2 million post-money valuation), the investor's exit proceeds would amount to €1.5 million — representing a 5x return on the initial €300,000 investment. This is a common minimum expectation for a seed-stage investment round. The €1.2 million post-money valuation therefore corresponds to the lower end of the range considered acceptable under the VC method.
Conclusion
The pre-money valuation of €900,000 is based on a market-aligned precedent (Aberratic, July 2025), a prudent application of the VC method supported by a demonstrable 5x return rationale, and a thorough analysis of the risk reduction already achieved by Couch Potato Studios through its network, cost structure, and development pipeline. The valuation reflects a balance between the company's demonstrable growth potential and a cautious approach for investors participating in this seed round.
Confirmed amounts
There are no confirmed amounts at this time.
Use of Funds
- Development – 45%
The cost for developing our products. Generally our greatest cost - Marketing and Communication – 25%
Marketing, travel, and networking are essential to building a trusted brand and reaching both publishers and the community. This budget varies depending on publisher involvement, working with a publisher reduces our marketing spend but also lowers our margins.
These efforts are crucial to building visibility and momentum. Hiring someone as a dedicated community manager and marketing expert is a key priority.
- Business Development & Publisher Relations - 15%
Building relationships with target publishers (Hooded Horse, tinyBuild, Fulqrum Publishing) will become a priority. This includes participation in industry events such as Gamescom and GDC, platform negotiations (Steam, Epic, GOG), and outreach toward a potential publishing deal as a stepping stone toward acquisition in years 6–8. - Infrastructure & Tooling - 10%
Although CPS deliberately chooses open-source software (Blender, Unreal Engine) and one-time licenses to avoid subscription costs, initial investments are still needed in workstations due to FTE growth, build servers, cloud storage, and QA. These costs are one-time or low per title thanks to the shared codebase strategy, but they still need to be covered during the startup phase. - Administrative/Outsourcing Costs – 5%
Overhead expenses such as administrative support and operational optimization are required.
Subscription period
Start date of the offering period: 08/06/2026
Scheduled end date of the subscription period: 05/09/2026
Scheduled end date of the subscription period: 05/09/2026
Extension: Maximum extension of 3 months, until 05/12/2026
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 05/09/2026.
Early closing: The offer can be closed early once the minimum offer amount, of €25,000, has been reached. Early closure of the offer may also be decided if the total amount of orders contained in the subscription forms signed and transferred to Spreds Finance reaches the maximum amount of the offer.
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.
TAX SHELTER 45%
Investments in this company benefit from a 45% personal income tax reduction. Read more…A remaining amount of €289,920 is available for the Tax Shelter benefit.
Raise summary
| Crowd investments | €10,080 |
| Committed by others | €0 |
| Amount raised | €10,080 |
| Minimum round | €25,000 |
| Maximum round | €350,000 |
| Shares in the company (total round) | 28% |
| Pre-money valuation | €900,000 |
| Post-money valuation min. | €925,000 |
| Post-money valuation max. | €1,250,000 |