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DEXR 3A
Spatial training. Built in minutes. Measured every time
The Dexr 3A compartment of Spreds Finance would participate in the financing of DEXR BV/SRLfor an amount between €25,000 and €323,200 (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 : €323,200 Increase of the maximum offer amount: An increase of €15,700 is possible, up to a maximum amount of €323,200.
Condition for increasing the maximum offer amount: The maximum offer amount may be increased up to a maximum of €323,200, provided that the total amount of subscriptions in cash contributions during this financing round (including the exercise of preferential rights by existing shareholders) does not exceed €323,200. In other words, €323,200 is the maximum amount for cash contributions during this financing round and, depending on other subscriptions (in particular by existing shareholders), the maximum amount of this offer will be increased, without the total amount of subscriptions in cash contributions during this financing round exceeding €323,200.
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 subscription fee). 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 offer: 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 DEXR by Spreds Finance are met:
The total amount of firm commitments to subscribe to this capital increase shall be at least €25.000 and no more than €323,200.
The Capital Increase is carried out on the basis of a pre-money valuation of the company of maximum €3,900,000.
Spreds Finance will participate in the capital increase for an amount equal to the result of the subscription to Participatory Notes of the Dexr 3A 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. 14/06/2027.
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 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-entreprise. The total tax benefit is therefore a maximum of € 0.45 per Participatory Note.
The available tax shelter budget is €307,500 (which may be increased to a maximum of €323,200 if the maximum offering amount is also increased).
Confirmed commitments
The convertible loan already granted by imec.istart Fund (which is currently a shareholder of DEXR) will be converted at the time of the planned capital increase. This convertible loan has a principal amount of €50,000. The accrued interest will also be converted into shares. In addition, a convertible loan was entered into with DEXR by imec.istart Fund and the DEXR 2-1A compartment of Spreds Finance. This convertible loan will also be converted during the present capital increase. The principal amount of this loan is €52,300, bringing the total committed amount to €102,300
Valuation of the company
The company has set its pre-money valuation at €3,900,000. The pre-money valuation of €3,9M was set as a milestone-based step-up from the previous round (€3,5M, nine months ago). All elements below were achieved in the past nine months:
Product roadmap: delivered on or ahead of schedule, including the AI features added to the platform. Taken into account as reduced execution risk.
Market shift to industry: completed and validated with reference customers Actemium, Unilin, UFS and ILVO, generating revenue in the last 9 months. Taken into account as reduced market risk.
Team: grown from 5 to 7 FTE. Taken into account as increased delivery capacity.
Subsidy: €334K VLAIO ontwikkelingsproject subsidy, awarded after external review. This funded the roadmap without dilution to existing shareholders and counts as external validation of the technical plan.
Convertible loan: an additional €50K CLA was awarded.
Given that all planned milestones were reached in nine months, we consider a step-up of €0.4M a conservative reflection of the reduced risk profile, leaving upside for incoming investors.
Fundraising objectives
Sales & Marketing: 33% (DEXR will need to conduct sales activities through outbound sales, business development, and participation in trade fairs and exhibitions. At the same time, it will need to undertake marketing activities, such as preparing and publishing promotional content, creating demo materials and marketing content, and supporting community building.)
Customer Success: 18% (DEXR will support customer success by guiding customers through the onboarding process, training and activating them to use the platform, building and maintaining relationships, gathering feedback, reducing churn, and encouraging community building by connecting customers through live sessions, events, etc.)
Research & Development: 32% (DEXR has been awarded a VLAIO development project that finances half of its R&D costs. The company already has a functioning and commercially available platform. The R&D project focuses on three areas:
First, DEXR aims to make the creation of training modules much simpler and faster. AI-driven automation workflows will support content creation, including the generation of 3D models and training scenarios, allowing a new module to be developed in a fraction of the time currently required.
Second, DEXR aims to ensure that quality continues to meet the required standards. To this end, DEXR is implementing its LEAP model (Learning Performance Index) for content curation: AI accelerates content creation, while an internally trained model validates whether each learning module meets the predetermined quality standards before it is published. Where necessary, the content will be additionally reviewed by subject-matter experts.
Third, the platform will be expanded from training modules to audit modules. Whereas training modules train employees, audit modules test and certify employees' competencies in the same immersive environment. This will give companies measurable insight into which employees are qualified for which tasks. In addition, DEXR will simplify the registration and purchasing process by integrating payment systems and moving to a credit-based model. Users who consume content will pay credits, while contributors who create content will receive credits.)
Infrastructure: 7% (DEXR will need to make initial investments to set up the infrastructure, including server costs and AI infrastructure costs. Over time, these costs will be incorporated into the cost of goods and services sold (COGS).)
Administrative Costs: 10% (DEXR will incur administrative costs, including fees, overhead costs, and other ancillary expenses.)
Exit Strategy
The most probable theoretical exit scenario for DEXR would take the form of a strategic sale or industrial acquisition by a major player in EdTech, enterprise software or immersive technologies (VR/AR). A potential acquirer could be interested in DEXR’s proprietary technology, AI-driven content creation capabilities, immersive learning framework and established base of industrial and institutional customers.
Another potential scenario could be a buyout during a future funding round, notably by a Private Equity fund pursuing a buy-and-build strategy in training, compliance and/or industrial software. Such a transaction could provide liquidity to existing investors while supporting DEXR’s next phase of European growth.
Based on the Company’s current assumptions, a first theoretical exit window could be envisaged within 5 to 7 years, once the platform has been further scaled, recurring revenues have grown across the Benelux and other European markets, and DEXR has established a broader portfolio of enterprise customers and training and audit solutions.
Should DEXR continue its organic growth beyond this stage, a longer-term exit within approximately 8 to 10 years could potentially take the form of a larger strategic acquisition or a transaction with a specialised technology or Private Equity fund.
These scenarios are aspirational and theoretical objectives only and do not constitute a commitment, promise or guarantee of an exit or its timing.
KPI 1 — Annual Recurring Revenue (ARR)
2026: approximately €0.2M ARR 2028: theoretical objective of approximately €1.5M–€2M ARR 2032–2033: theoretical exit-ready objective of approximately €8M–€12M+ ARR
KPI 2 — Active Paying Industrial Customers
2026:4 reference industrial accounts, within a broader ecosystem of 680+ organisations 2028: theoretical objective of approximately 25–40 active paying industrial customers 2032–2033: theoretical exit-ready objective of approximately 150–250+ active paying industrial customers across the Benelux and other European markets
KPI 3 — Live Training & Audit Modules
2026: training modules available, with the first audit modules under development 2028: theoretical objective of approximately 150–250 live modules, including 30–50 audit modules 2032–2033: theoretical exit-ready objective of approximately 500–1,000+ live modules, with an increasing share of audit modules
Subscription period
Start date of the offering period: 01/10/2026
Scheduled end date of the subscription period: 14/12/2026
Extension: Maximum extension of 3 months, until 14/03/2027
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 14/12/2026.
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 €247,000 is available for the Tax Shelter benefit.
