The CaaS 2A compartment of Spreds Finance would participate in the financing of CaaS BV/SRL for an amount between €25,000 and €300,000 (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: €267,925

Increase of the maximum amount of the offer: An increase of €32,075 is possible, up to a maximum amount of €300,000.

Condition for increasing the maximum amount of the offer: The maximum amount of the offer can be increased to a maximum of €300,000 on the condition that the total amount of subscriptions in this financing round (taking into account the exercise of preferential rights by existing shareholders) does not exceed the amount of €300,000. In other words, €300,000 is the maximum amount for this financing round, and depending on other subscriptions, the maximum amount for this offer will be increased, provided that the total amount of subscriptions in this financing round does not exceed €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 Participatory Notes will only be issued if, within 6 months after the Closing Date (the “Effective Date”), the following cumulative conditions precedent are met, prior to the subscription to shares of CaaS by Spreds Finance:

Spreds Finance will verify whether these conditions are met no later than six months after the closing date (the “Effective Date”), i.e. 24/02/2027.

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.

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 €267,925 (which may be increased up to a maximum of €300,000 if the maximum amount of the offering is also increased).

The company has set their pre-money valuation at EUR 1,175,700.

The pre-money valuation of this round (maximum EUR 1,175,700) is equal to the post-money valuation of the previous financing round (CaaS 1A, closed on 24 December 2025).

 

That round was carried out at EUR 1 per share: there were 1,050,000 existing shares, after which 125,700 new shares were issued to the Spreds Finance CaaS 1A compartment.

 

The pre-money valuation of round 1 (EUR 1,050,000) was determined at the time based on the revenue generated during the first financial year of approximately EUR 469,000 (representing a multiple of approximately 2.2x annual revenue, which is a conservative multiple for recurring B2B revenue streams).

 

Accordingly, new investors in this round are investing at exactly the same price per share as the investors in round 1, without any markup, despite the fact that the company has achieved further progress since then (including its first profitable month in April 2026 and additional confirmed customer onboardings).

 

Existing shareholders may exercise their pre-emptive rights on the same terms and conditions.

For investors, the most likely exit scenario for CaaS would be a strategic sale (“trade sale”) or an acquisition by a private equity fund active in the PropTech, software, or business services sectors.

CaaS is developing a scalable “Broker-as-a-Service” platform that allows independent real estate agents to focus entirely on their sales activities, while administration, compliance, marketing, and operational processes are managed centrally through a proprietary digital platform. As the real estate sector continues to digitize and consolidate, an integrated platform that generates recurring revenue, demonstrates proven operational efficiency, and has a strong network of affiliated real estate agents could become a particularly attractive acquisition target for major market players.

A potential exit could occur within a timeframe of approximately 5 to 7 years, once:

Potential acquirers include, among others, international PropTech companies, real estate software providers, real estate franchise groups, business process outsourcing (BPO) providers, and private equity funds that invest in scalable SaaS and service platforms.

Based on current assumptions and management’s valuation methodology, the company considers an acquisition at a valuation of between 25 million and 40 million euros to be a realistic long-term scenario. This valuation is primarily based on the EBITDA multiples typically applied to profitable, high-growth service providers focused on software and technology.

Depending on the timing of the exit, future funding rounds, and the resulting dilution of the share capital, this scenario could potentially offer investors a return of approximately 5 to 8 times the initial investment.

This exit scenario reflects management’s current forecasts and strategic objectives. It is presented for illustrative purposes only to give investors an overview of a possible future scenario. No guarantee can be given regarding the completion of an exit, its occurrence within the projected timeframe, or the achievement of a specific valuation or return multiple.

KPI 1: Active Affiliated Real Estate Agents

Key indicator of market adoption, scalability, and recurring revenue.

2026: 20 active real estate agents
2027: 32 active real estate agents
2031+ (ready for exit): more than 100 active real estate agents

KPI 2: Annual Revenue

A key indicator of commercial traction and the scalability of the CaaS model.

2026: ± €800,000 in revenue
2027: ± €1.8 million in revenue
2031+ (ready for exit): over €7.2 million in revenue

KPI 3: EBITDA

Key indicator of operational maturity and value creation.

2026: Break-even point
2027: Positive EBITDA
2031+ (ready for exit): EBITDA margin > 25%

The majority of funds will be dedicated to user acquisition and platform visibility at commercial launch:

-        Marketing and acquisition: 60% – For digital campaigns, lead generation, and brand building in Flanders, with the aim of increasing the number of active real estate agents from 11 to more than 20 and accelerating commercial growth. 
-        Technology development: 15% – For further optimization of the platform, process automation, and the development of an agent portal to support users and improve operational efficiency. 
-        Contingency (buffer): 25% – To cover unforeseen but essential costs during the scaling phase, ensuring business continuity.

Start date of the offering period: 8/07/2026
Scheduled end date of the subscription period: 24/08/2026 

Extension: Maximum extension of 3 months, until 24/11/2026 

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 24/08/2026 .

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.