1. Risk associated with the team's market knowledge and the accuracy of forecasts
Risk : The DEXR team might lack (good) knowledge of the market and/or make inaccurate forecasts.
Consequence : If the team lacks sufficient market knowledge, it may set the wrong objectives. This could lead to a lower valuation in the event of a potential exit because the business plan could not be executed as planned. In that case, there could be a lower or even non-existent return. In the worst-case scenario, it could lead to the liquidation and bankruptcy of DEXR, with partial or total loss of the invested capital.

2. Risk associated with the need for new financing
Risk : Given the development stage of the project owner, it is likely that there will be a need for new financing.
Consequence : On one hand, there is a risk that the company will not find investors, which would lead to the dissolution or bankruptcy of the company, causing the investor to lose part or all of their investment. On the other hand, if the company does find new investors, it will result in dilution, which will be even greater if done at a lower valuation than the one currently used.
Mitigation : Investors will have the opportunity to co-invest in new rounds under the investment conditions prevailing at that time.

1. Quality and liability of AI-generated safety content
Risk : AI-generated training content contains errors or omissions in procedures.
Consequence : Clients may need additional time to build trust in AI-generated content, and greater manual validation may be required during the initial phase.
Mitigation : The LEAP curation model and the internal validation model check each module based on established quality standards, with approval by a subject matter expert for safety-critical content. Furthermore, full version tracking and an audit log make it possible to know who validated which item and at what time.
2.Legal validity and liability of audit modules
Risk : Skills assessments conducted within the platform are not yet recognized in the same way as existing certifications (VCA, ISO 45001, internal standards).
Consequence : he adoption of the audit module may initially start as a complementary tool rather than a substitute, slowing deployment without blocking it.
Mitigation : DEXR will position audit modules as documented supporting evidence within the client's existing competency framework. It will align assessment criteria with recognized standards, maintain a human decision-maker in the loop (human-in-the-loop), and clearly define liabilities in client contracts.
3. Confidentiality of process-related customer data
Risk : Training and audit modules are developed based on procedures, sites, and facilities specific to the client. Clients may express reservations about how this data is processed and whether it is used to improve DEXR's proprietary models.
Consequence : Some clients may require additional agreements or restrictions before starting content creation, which adds extra steps to the onboarding process.
Mitigation : DEXR provides clear data agreements per client, strict segregation of client data, and no use of client data to train DEXR's internal LEAP curation model without explicit consent. This model is exclusively trained to assess the quality of training and audit modules, not to generate them. DEXR offers various deployment options depending on client requirements: cloud hosting within the EU, a dedicated private cloud environment, or on-premise hosting where the platform and the LEAP curation model operate within the client's own infrastructure. This flexibility is an integral part of the value proposition built on trust with industrial clients.
4. Expert validation capacity
Risk : AI significantly speeds up content creation, but each training and audit module must still be validated by a subject matter expert. The time spent by experts at clients and partners can thus become the bottleneck, rather than content production.
Consequence : The number of validated modules may progress more slowly than the speed at which content is created, leaving some modules awaiting review.
Mitigation : The LEAP curation model pre-assigns a score to each module, so that experts only evaluate items requiring attention instead of having to examine everything in detail. Validation is split into short, targeted review tasks. In addition to client experts, DEXR is developing a community of content experts that is not company-specific, but sector-wide: safety professionals, trainers, and retired specialists who validate modules for multiple clients within the same sector. Contributors receive credits for their validation work, integrating review into the platform economy and making validation a shared and scalable resource, rather than a bottleneck specific to each client.
5. Employee acceptance of skills audits
Risk : Workers and their representatives (works councils, trade unions) may perceive audit modules as a monitoring or evaluation tool rather than a support instrument, which could generate reluctance in the workplace.
Consequence : Audit modules will need to be clearly introduced at each site. Initial implementations will serve to demonstrate that the tool supports employees rather than judging them.
Mitigation : Audit modules are positioned and designed as a safe way to practice and demonstrate skills, with clear communication on what is being measured and why. Results are shared with the employee, social partners are involved from the outset of each rollout, and audits are paired with targeted training so that any identified gap is accompanied by a concrete path to bridge it.

Risk : The risk of insolvency means that DEXR does not have sufficient resources to honor its payment terms (cessation of payments).
Consequence : If the company cannot find alternative financing (distressed credit), it may go bankrupt. The insolvency or bankruptcy of DEXR could lead to a lower or non-existent return and, in the worst-case scenario, a partial or total loss of the invested capital.

1. Risk associated with the lack of guarantees
Risk : Neither DEXR shares nor the Participatory Notes of the DEXR 3A compartment of Spreds Finance offer guarantees on returns or on repayment of the invested capital.
2. Risk associated with the lack of a fixed return
Risk : Participatory Notes do not offer a fixed return. The return on Participatory Notes depends solely on the performance of the Underlying Asset, namely the shares of DEX.
Consequence for both risks : If the project owner's forecasts are not met (within the expected timeframe), there is a risk of a lower or non-existent return and, in the worst-case scenario, a partial or total loss of the invested capital.
Mitigation for both risks : Investors in Participatory Notes bear the same economic risk as if they were investing directly as DEXR shareholders.

 

Risk : Although each compartment of Spreds Finance is 'bankruptcy-remote' relative to other compartments and to the general obligations of Spreds Finance itself (meaning creditors cannot make claims against a compartment in which they have no direct rights), a theoretical risk of insolvency exists.
Consequence : Should such insolvency occur, Noteholders may be exposed to the risk of significant delays in recovering their investment.
Mitigation : The probability of this risk occurring is extremely low given the structure and organization of Spreds Finance—specifically the ring-fencing mechanism and the 'bankruptcy-remoteness' described above. Each equity stake taken in or loan granted to a project owner is recorded in a separate compartment and properly processed in the accounting records, reflecting the fact that accounts are kept per compartment. As a result of (i) the terms attached to the issue of Participatory Notes, (ii) Spreds Finance's articles of association, and (iii) Article 10 of the Law regulating the recognition and framing of crowdfunding and containing various financial provisions, and by way of derogation from Articles 7 and 8 of the Mortgage Act of December 16, 1851, the assets of a given compartment serve exclusively as security for the rights of investors related to that compartment? 

1. Risk associated with the absence of an organized exchange market for Participatory Notes
Risk : Neither the project owner nor Spreds Finance operates an exchange market for Participatory Notes. It is therefore up to the investor to find a buyer for their Participatory Notes. Given the absence of an exchange market, there is no way to adequately establish a comparative pricing methodology for Participatory Notes.
Consequence : A holder of Participatory Notes may be unable to find a buyer for the Participatory Notes they wish to sell (at the price they wish to sell them for).
Mitigation : The intention is not to sell the Participatory Notes, but to sell the Underlying Asset, often on the occasion of the sale of the Underlying Company itself.
2. Risk associated with voting by the general meeting of Participatory Noteholders to sell
Risk : Any decision by Spreds Finance to sell shares in DEXR is subject to the approval of Participatory Noteholders representing at least 75% of the outstanding Participatory Notes, unless Spreds Finance is required to sell them under a contractual or legal provision.
Consequence : Investors therefore bear the risk that the general meeting of Participatory Noteholders refuses the sale of the stake, in which case all investors are bound by this decision and must wait to receive repayment of the Participatory Notes.
3. Risk associated with an investment in an early-stage company
Risk :Investing in shares of early-stage companies carries the risk of not finding a buyer for the shares, or not finding one at a fair price offering a market-standard return, or not finding a buyer within a reasonable timeframe.
Consequence : If no buyer is found for the stake, repayment of the Participatory Notes will not be possible.
Mitigation : Spreds Finance will, within its powers, make every effort to obtain the best possible price.

1. Risk associated with the lack of an analysis by Spreds Finance
Risk : Spreds Finance has not conducted an analysis of the proposed project or the financial situation of the Underlying Company.
Consequence : Any investor considering subscribing to Participatory Notes must conduct their own analysis of DEXR's solvency, operations, financial situation, and outlook.
Mitigation : Any decision to invest in Participatory Notes must be based on a comprehensive analysis of the project and this key investment information sheet. Spreds Finance's model does not involve presenting analyzed projects to investors, but rather enables investors to invest based on the information provided to them, after conducting their own analyses.
2.Risk associated with the lack of verification of turnover figures mentioned
Risk : DEXR has published abridged annual accounts in which turnover figures are not publicly available. As a result, the turnover figures originate from the project owner itself and have not been verified by the crowdfunding service provider.
Consequence : There is a limited risk that these figures are incorrect, which could influence investor analysis.
Mitigation : These figures were provided by DEXR's accountant.
3. Risk associated with the lack of (periodic) reporting
Risk : here is no obligation for periodic reporting in non-listed companies (except in legally required cases, such as annual general shareholders' meetings and alarm bell procedures). While some entrepreneurs proactively communicate good and bad news (at a certain frequency), others do not. As a (minority) shareholder, one cannot enforce reporting (outside legally provided cases).
Consequence : If an entrepreneur does not provide (periodic) reporting, long periods may pass without investors having visibility into the company's (financial) condition. The lack of reporting does not alter the company's (financial) condition itself, but it can create anxiety for the investor. If a company ultimately applies for judicial reorganization or bankruptcy, it may come as a (major) surprise to the investor.
Mitigation : Investors in Participatory Notes bear the same risk as if they were investing directly in DEXR and becoming shareholders. However, Spreds, as a crowdfunding service provider, strives to encourage every project owner to provide reporting at least twice a year.
4. Risk associated with the tax treatment of capital gains
Risk : From 1/1/2026, a tax on capital gains applies to the sale of assets. DEXR shares will fall within the scope of this capital gains tax in the event of an exit.
Consequence : If the capital gain realized on the sale of DEXR shares exceeds the exemption of €10,000 (which can be increased to €15,000), investors will have to pay tax on this capital gain.
Mitigation : As noted above, there is an exemption of €10,000 (an amount expected to be indexed annually in line with inflation). 
To the best of the project owner's knowledge, there are no other material risks associated with its activities.