The SMARTRUNNING 2A compartment of Spreds Finance would participate in the financing of SMARTRUNNING BV/SRL for an amount between €25,000 and €444,000 (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.

Maximum offer amount: €432,200.

Increase in the maximum offer amount: An increase of €11,800 is possible, up to a maximum amount of €444,000.

Condition for increasing the maximum offer amount: The maximum offering amount may be increased to a maximum of €444,000, provided that the total amount of subscriptions in this financing round (taking into account the exercise of the preferential right by existing shareholders) does not exceed €444,000.

In other words, €444,000 constitutes the maximum amount for this financing round and, depending on other subscriptions (in particular by existing shareholders), the maximum amount for this offering will be increased, provided that the total amount of subscriptions in this financing round does not exceed €444,000.

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 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. 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.

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 €432,200 (which can be increased up to a maximum of € 444,000 if the maximum amount of the offer is also increased).

SmartRunning has set a pre-money valuation of €2,250,000, taking into account the company’s current stage of development, the technology and know-how already created, the evidence accumulated to date and the commercial potential of its recurring-revenue business model.

SmartRunning is no longer at concept stage. The company has already developed and tested a first operational version of its adaptive running-coaching platform, built on several years of research into personalised and adaptive training for recreational runners. The current product is now being further developed into a broader multi-distance readiness and coaching platform combining sport science, wearable data, adaptive modelling and explainable AI.

This development is also reflected in the company’s financial statements. Capitalised software development increased from approximately €57,000 at the end of 2025 to approximately €145,000 by June 2026. These accounting values do not determine the company’s valuation, but they demonstrate that substantial product development has already been financed and completed before the present investment round.

SmartRunning has also built a meaningful evidence base. Two studies involving more than 2,900 recreational runners have been conducted, followed by an initial 60-runner pilot. In addition, approximately 2,600 runners expressed interest in SmartRunning during the 2026 Sanlam Cape Town Marathon campaign.

The company is now entering a significant development and commercialisation phase. A 24-month product and technology programme with an eligible budget of €813,636 has been submitted to VLAIO, including requested support of €366,136 and a company-funded share of approximately €447,500.

SmartRunning’s primary exit scenario is a trade sale to a strategic player in sports technology, wearable devices, fitness platforms, digital health or employee wellbeing. A potential buyer could be interested in its adaptive coaching technology, proprietary models, recurring revenues and B2B2C distribution partnerships.

The targeted horizon is five to seven years from the 2026 financing round, approximately 2031–2033, subject to demonstrating scalable growth, customer retention and recurring revenues. A longer growth trajectory of eight to twelve years is also possible.

This is a strategic objective, not a guarantee of an exit or investor return.

Start date of the offering period: 02/10/2026
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.