The LA FORGE SOCIAL AND FITNESS CENTERS 1A compartment of Spreds Finance would participate in the financing of LA FORGE SOCIAL AND FITNESS CENTERS SA/NV for an amount between €25,000 and €400,000 (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: €400,000

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 LA FORGE SOCIAL AND FITNESS CENTERS by Spreds Finance are met: 

Spreds Finance will verify whether these conditions are met no later than six months after the closing date (the “Effective Date”), i.e. 12/04/2027.

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 available tax shelter budget is €400,000.

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The company has set its pre-money valuation at €2,250,000 (post-money €2,500,000 at the target funding level of €250,000, representing a 10% stake for Spreds Finance).

This valuation is not calculated using a multiple applied to future EBITDA. The club opened on June 1, 2026; breakeven is expected by the end of November 2026, and fiscal year 2026—the launch year—is not used as a basis for valuation. The company set the price based on three factors:

As a benchmark, the pre-money valuation would represent approximately 2.7 times the EBITDA that the first site would achieve at maturity, once the expansion is complete—€832,424 in 2028 according to our projections, the first full fiscal year following the expansion. The second facility and the development plan are not included in the valuation basis. This entry multiple based on expected earnings should be compared to the 4- to 6-times adjusted EBITDA multiples observed in the sales of profitable independent clubs in continental Europe; it takes into account the recent opening and a growth trajectory that has yet to be demonstrated."

We are raising between €150,000 and €400,000, with a target of €250,000. La Forge’s constraint is not demand, but the available physical capacity and the speed at which it can be filled. At the target amount, the funds will be allocated across three areas:

Above the target amount, the remaining funds will provide the equity required for the second location, which is scheduled to open in September 2028 and will have a capacity of 1,800 members. This will complement operating cash flow and the company’s own resources. At the minimum and target thresholds, the second location will be financed without the fundraising proceeds, but with less flexibility to accelerate the company’s development.

Every euro raised will therefore be used to create additional capacity and fill it.

The founders ultimately hope to facilitate an exit for investors, ideally through the repurchase of Spreds Finance’s stake by the founders themselves or by the company. The anticipated timeframe is between the end of 2031 and the end of 2033. This buyback is an intention, not a commitment: neither the company nor the founders are obligated to proceed with it. The exit clause included in the Term Sheet is made to the investors and pertains to the organization of the exit, not the identity of the future acquirer or the valuation method.

Funding for the buyout would rely primarily on cash flow generated by the company, available cash, and, if necessary, additional borrowing capacity. The goal is thus to enable an exit without raising new capital.

The valuations and return multiples presented are based on assumptions in the business plan. They are provided for illustrative purposes only and do not constitute a promised return or a guaranteed result.

A sale to a player in the fitness sector or to a consolidator is a second possibility. A profitable Belgian chain, positioned in the “affordable premium” segment and featuring a proven multi-site model, could represent an attractive target in a European market undergoing consolidation.

Based on the business plan projections through the exit horizon, the indicative target is to achieve EBITDA of between €2 million and €3 million and to value the company at approximately 2.6x to 6x, depending on the actual results achieved and the terms of the exit. The Tax Shelter tax benefit (a 45% tax reduction on the amount invested) is not included in the return estimate.

Exit Commitment

To ensure an exit for investors, the term sheet signed with Spreds Finance includes a contractual commitment. No later than five years after closing, the board of directors must actively and in good faith explore exit opportunities, including a sale to a third party. A buyback by the founders or by the company, as described above, remains one of the possible exit routes under this framework.

KPI 1 — Clubs in Operation

2026: 1 club
2028: 2 clubs
Exit 2031–2032: 5 to 7 clubs

KPI 2 — Active Members

2026: approximately 590 members
2028: expansion of the membership base with the transition to a multi-site model
Exit 2031–2032: approximately 10,000 to 11,000 members

KPI 3 — Annual EBITDA after expansion costs

2026: opening year
2028: approximately €0.7 million
Exit 2031–2032: approximately €2 to 3 million

Start date of the offering period: 22/09/2026
Scheduled end date of the subscription period: 12/10/2026 

Extension: Maximum extension of 2 months, until 12/12/2026 

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 12/10/2026.

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.