La Forge Social and Fitness Centers 1A

1.      Risk associated with the team's knowledge of the market and correctness of forecasts 

Risk: The LA FORGE CENTERS team might not have (proper) knowledge of the market and/or make incorrect forecasts.

Consequence: If the team does not have sufficient knowledge of the market, it could set incorrect targets. This could lead to a lower valuation in the event of a possible exit because the business plan could not be executed as planned. In that case, there could be lower or even non-existent returns. In the worst case, there could even be a liquidation and bankruptcy of LA FORGE CENTERS, with partial or complete loss of the invested capital.

Note: The company holds the following five-year vision:

·    2027: Consolidate the breakeven point that could be reached in November 2026, fill the first site to its initial capacity of 1,568 members, then expand it to 2,138 members thanks to the expansion financed by this fundraising round, scheduled for commissioning by September 2027 at the latest. Prepare for the launch of the second facility.

·    2028: Fill the expansion starting from the January peak and open the second location in September. Consolidated operational capacity will reach between 3,850 and 4,500 members.

·    2029 to 2031: Fill both sites and grow the B2B corporate channel up to 20% of the member base—a ceiling set by the company to safeguard pricing and individual member experience. The financial model projects revenue of €3.68M and EBITDA of €1.49M in 2030 (a 40.4% margin), alongside a net cash position (after debt) starting in 2029, based solely on 2 sites.

2.      Risk associated with the size of the team

Risk: Given LA FORGE CENTERS' current stage of development, securing the right team is critical for future growth. If the business relies entirely on a key individual, there is a risk that this person might step down.

Consequence: If there is only one key leader or key individual and that person leaves, the company will find itself (temporarily) leaderless. In times of difficulty, no one would be authorized to represent the company or make strategic decisions.

Note: LA FORGE CENTERS has 3 directors on its board, of which 2 are involved in the daily management.

3.      Risk associated with the need for new financing

Risk: The plan presented (first site and extension) is funded by this fundraising round and operational cash flow. The second location is funded by the company's own resources, supplemented by the remaining balance of the fundraising round beyond €250,000. Expanding the network beyond these two sites will likely require additional financing, either through bank loans or equity.

Consequence: If additional financing is not obtained, subsequent openings will be postponed, with no impact on the operation of the already open sites. If a new equity round takes place, investors who do not participate will experience dilution, more so if the valuation is lower than that of the current round.

Note: Investors will have the opportunity to reinvest in future financing rounds under the investment terms then in effect. The pace of new openings will be adjusted according to available funding.

4.      Risk associated with existing financial commitments

Risk: The company carries a €400,000 professional loan, an equipment leasing portfolio, and outstanding vendor liabilities under a structured repayment plan.

Consequence: A decline in cash flow prior to closing would strain relations with creditors.

Note: A written repayment schedule has been agreed upon with the main construction creditor, and the cash flow plan assumes operations will cover the period prior to the investment. The financial plan accounts for settling these commitments using operational cash flow, without drawing from the proceeds of this fundraising round. The proceeds from the fundraising round will be allocated to extending the first site, marketing, and upgrading the current facility, in line with the use of funds outlined above.

5.      Risk associated with intellectual property

Risk: The EU trademark No. 019163820 "F LA FORGE" (EUIPO registration published July 14, 2025) is currently owned by Smart Compliance SRL/BV, the majority shareholder, rather than LA FORGE CENTERS itself.

Consequence: If LA FORGE CENTERS does not own its intellectual property directly, there is a risk that the rights holder could depart, preventing the company from using the trademark or requiring payment for licensing rights.

Note: The trademark transfer to La Forge will be formally finalized free of charge upon the capital increase. The internal management system is fully owned by the company.

1.       The risk associated with real estate concentration and landlord dependency

Risk: Operations are currently carried out in a single leased facility, and the extension funded by this round depends on acquiring adjacent space and obtaining a building permit.

Consequence: A rejection or delay of the permit will postpone the launch of the extension and alter the planned capacity trajectory.

Note: The landlord has given an agreement in principle, and the current tenant is vacating the premises. Points still under discussion with the landlord include a right of first refusal for the company in the event the building is sold, as well as a cap on rent indexation. In the event of a refusal, the plan assumes the first site remains profitable at its current capacity, the investment will not be disbursed, and the opening of the second location will be brought forward.

2.       Risk associated with competition and pricing pressure

Risk: Eleven chain gyms operate within the catchment area (eight Basic-Fit, three JIMS locations), with two competitors charging between €50 and €70. Another operator could potentially enter the zone.

Consequence: Downward pressure on average revenue per member, higher acquisition costs, and reduced member retention.

Note: Positioning is built on combining gym facilities, active coaching/guidance, and a lively social community. The competitive edge relies on an established core base, referral systems, and a growth strategy that increases network value. The B2B corporate channel will also secure recurring contracted revenue.

Risk: Changes in public building regulations, health restrictions, or a sharp rise in energy expenses would directly impact operations.

Consequence: Temporary closure, unbudgeted compliance expenditures, and margin compression.

Note: Facilities were fully renovated in 2026 in compliance with applicable standards, including brand-new low-energy ventilation and lighting systems. Energy costs are monitored monthly and split into distinct fixed and variable components within the financial model.

Risk: The risk of insolvency means that LA FORGE CENTERS does not have sufficient funds to meet its payment deadlines (cessation of payments). 

Consequence: If the company does not find alternative financing (shocked credit), it may go bankrupt. The insolvency or bankruptcy of LA FORGE CENTERS may lead to lower or non-existent returns and in the worst case to a partial or total loss of the invested capital. 

1.           Risk associated with the lack of guarantees

Risk: Neither the shares of LA FORGE CENTERS nor the Participatory Notes of the LA FORGE SOCIAL AND FITNESS CENTERS 1A compartment of Spreds Finance provide guarantees of a return or 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 of the Participatory Notes depends solely on the performance of the Underlying Asset, namely the shares of LA FORGE CENTERS. 

Consequence for both risks: If the project owner's predictions do not come true (within the predetermined timing), there is a risk of lower or non-existent returns and, in the worst case, partial or complete loss of the invested capital. 

Note for those risks: Investors in Participatory Notes bear the same economic risk as if they were investing directly as shareholders of LA FORGE CENTERS.

Risk: Although each Spreds Finance compartment is ‘bankruptcy remote’ (meaning that no other creditor can claim a right on or against this compartment) in relation to the others and in relation to the ‘general’ liabilities of Spreds Finance itself, as a result of (i) the terms and conditions of the Notes, (ii) the articles of association of Spreds Finance and (iii) Article 4 of the Law of 18 December 2016 on crowdfunding; there is a subsidiary risk of insolvency of Spreds Finance. 

Consequence: Should such insolvency occur, Noteholders may be exposed to the risk of a significant delay in the recovery of their investment.

Note: The probability of this risk occurring is extremely low given the structure and organization of Spreds Finance, in particular the compartmentalization mechanism and the "bankruptcy-remoteness" described above. Each participation taken or loan granted to a project owner is recorded in a separate compartment and is appropriately accounted for in the accounts, taking into account the fact that the accounts are kept by compartment. As a result of (i) the conditions attached to the issue of Participatory Notes, (ii) the articles of association of Spreds Finance and (iii) article 10 of the law regulating the recognition and delimitation of crowdfunding and containing various provisions relating to finance and notwithstanding articles 7 and 8 of the Mortgage Law of 16 December 1851, the assets of a particular compartment serve exclusively to guarantee the rights of investors with respect to this compartment.

1.          Risk associated with the absence of an organized exchange market for Participatory Notes

Risk: Neither the project owner nor Spreds Finance organizes an exchange market for Participatory Notes. It is thus up to the investor himself to find a buyer for his Participating Notes. Given the absence of an exchange market for Participatory Notes, there is no way to adequately establish a comparative pricing methodology for Participatory Notes.

Consequence: A holder of Participatory Notes may not be able to find a buyer for the Participatory Notes it wishes to sell (at the price at which it wishes to sell).

Note: The intention is not to sell the Participatory Notes but to sell the Underlying Asset, often on the occasion of the sale of the Company itself.

2.           Risk associated with the vote by the general meeting of holders of Participatory Notes to sell

Risk: Any decision by Spreds Finance to sell shares of LA FORGE CENTERS is subject to the approval of the holders of Participatory Notes representing at least 75% of the outstanding Participatory Notes, unless Spreds Finance is required to sell them under a contractual or statutory provision. 

Consequence: Investors thus bear the risk that the general meeting of the holders of Participatory Notes may refuse to approve the sale of the participation, in which case all investors are bound by this decision and thus must wait to obtain redemption of the Participatory Notes.

3.           Risk associated with an investment in a young company

Risk: Investing in shares of young companies entails the risk that a buyer for the shares will not be found, or not at a fair price yielding a market return, or that a buyer will not be found within a reasonable period of time. 

Consequence: If no buyer is found for the holding, redemption of the Participatory Notes is not possible.

Note: Spreds Finance will make every effort within its powers to obtain the best possible price.

1.          Risk associated with the absence of an analysis by Spreds Finance

Risk: Spreds Finance has not conducted an analysis of the proposed project or of the financial situation of the Company.

Consequence: Any investor considering subscribing to Participatory Notes should make its own analysis of LA FORGE CENTERS's solvency, activity, financial situation and prospects.

Note: Any decision to invest in Participatory Notes should be based on a comprehensive analysis of the project and of this sheet of essential investment information. Spreds Finance's model does not provide for the presentation of analyzed projects to investors but allows investors to invest based on the information made available to them, after making their own analyses.

2.          Risk associated with the lack of (periodic) reporting

Risk: There is no obligation for periodic reporting in unlisted companies (except for the cases provided by law, such as the annual general meeting of shareholders and an alarm bell procedure). While some entrepreneurs proactively communicate good and bad news (with a certain periodicity), others do not. As a (minority) shareholder, one cannot enforce reporting (other than in cases provided by law).

Consequence: If an entrepreneur does not do (periodic) reporting, there can be long periods during which investors have no insight into the (financial) state of the company. The lack of reporting does not in itself change the (financial) state of the company but can create a sense of unease among investors. If at some point a company has to file a procedure of judicial reorganization or bankruptcy, this can be a (big) surprise for the investor. 

3.        Risk associated with the tax treatment of capital gains - government tax on capital gains

Risk: Starting 1 January 2026, a capital gains tax applies to the sale of assets. LA FORGE CENTERS-shares will be subject to this tax in the event of an exit.

Consequence: If the capital gain realized from the sale of LA FORGE CENTERS-shares exceeds the exemption threshold (currently €10,000, which may be increased to €15,000), investors will be required to pay tax on the excess gain.

Note: As mentioned above, an annual exemption of €10,000 is foreseen (indexed based on inflation).

To the best of the project owner's knowledge, there are no other material risks associated with its activities.