Matteriall 1A

Risk: Given the stage of development that MATTERIALL is in, it is essential to have the right team for the future development of the company. If the

company relies entirely on an indispensable person, there is a risk that this person will withdraw from the company.

Consequence: If there is only one manager or key person and that person withdraws, the company is (temporarily) without management. In case of

difficulties, no one would be able to represent the company to make decisions.

Note: The current MATERIALL core team is small. However, one of the reasons for this fundraising is to expand the team. Furthermore, MATTERIALL

is a European Space Agency startup and is advised, coached, partially funded and recommended by European Space Agency. The company is also

incubated by Verhaert with a pilot laboratory (https://verhaert.com/matteriall/)

Risk: Given the stage of development and the sector that the company is in, it is very likely that there will be a need for new financing.

Consequence: On the one hand, there is the 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 his investment. On the other hand, there is the possibility that the company will find new investors,

which will lead to dilution, which will be even greater if there is a lower valuation than the one currently used.

Note: Investors will have the opportunity to re-invest in new rounds, at the then current investment conditions.

Risk: The novel CNT-based manufacturing technique proposed by MATTERIALL may not achieve the required scalability or performance in industrial

applications due to technical limitations. There could be in fact some difficulties in scaling lab-developed prototype processes to an industrial-level

production, which may delay time-to-market and increase initial production costs.

Consequence: Delays in product development could result in missing market opportunities or increased costs due to prolonged R&D efforts. 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 MATTERIALL, with partial or complete loss of the

invested capital.

Note: MATERIALL will establish partnerships with universities, nanotechnology consultants or R&D centers (like ESA) to leverage expertise, perform

small-scale pilot projects and conduct rigorous testing to optimize the manufacturing process before scaling up the overall production. Furthermore, it

will develop a scalable supply chain strategy, by maintaining close relationships with key suppliers and have backup plans in place for critical materials

to ensure uninterrupted production during scale-up.

Risk: CNT materials may face stringent regulatory requirements or safety concerns related to handling nanomaterials, both within the EU and globally,

especially if the materials are deemed to have environmental, human/passenger safety in transportation, or health-associated risks. Failure to secure

appropriate patents or navigate the regulatory framework for advanced materials in key markets could further expose the startup to competition or legal

challenges, and prevent the product from entering certain markets or limit its use.

Consequence: Delays in obtaining certifications, patents or compliance issues could limit market access, especially in regions with strict regulations.

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 MATTERIALL, with partial or complete

loss of the invested capital.

Note: MATERIALL shall ensure close collaboration with regulatory bodies in key target markets from the early stages and invest in obtaining required

certifications, while monitoring global regulatory developments in order to continuously be able to adapt quickly. It will begin IP filings early in the

development phase and ensure global patent protection. It will work with experienced legal advisors specializing in environmental and material safety

regulations, in order to navigate regulatory requirements, particularly in industries like aerospace and healthcare where certification can be stringent.

Risk: High initial R&D and production costs could lead to financial strain and budget overruns on the company, especially if market traction is slower

than expected and there are unanticipated costs during development or scaling stages.

Consequence: This could limit the company's ability to scale operations or expand product lines, leading to difficulties in securing additional funding.

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 MATTERIALL, with partial or complete

loss of the invested capital.

Note: MATERIALL will develop a phased budget plan that matches R&D progress with funding milestones, and seek diversified funding sources such

as venture capital, grants, or strategic investors. It will set realistic budget forecasts with clear buffers for unexpected costs. It will establish strong

financial monitoring and reporting systems to track expenses and cash flow closely and maintain clear communication with investors to secure additional

funding if needed in a timely manner. Also, it will consider better distributing the investment phases, seeking early funding both from public-sector

initiatives like VLAIO or European grants, as well as from private venture capital for the ensuing scaling-up operations. It will utilize academic and

industrial collaborations to share R&D costs.

Risk: The availability of raw materials required for CNT production might be inconsistent, or the supply chain may be disrupted.

Consequence: Interruptions in material availability could increase production costs or delay manufacturing timelines. 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 MATTERIALL, with partial or complete loss of the invested capital.Note: MATERIALL will initially diversify suppliers and build robust relationships with key raw material providers while maintaining inventory stock

to safeguard against supply chain disruptions. On the long term, it aims to develop in-house CNT production capabilities using sustainable carbon

sources, as originally planned in the business model of the company, in order to minimize reliance on external suppliers and lower associated costs.

Risk: The risk of insolvency means that the company 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 MATTERIALL

may lead to lower or non-existent returns and in the worst case to a partial or total loss of the invested capital.

Risk: Neither the shares of MATTERIALL nor the Participatory Notes of the MATTERIALL 1A compartment of Spreds Finance provide guarantees of

a return or repayment of the invested capital.

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 MATTERIALL.

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 both risks: Investors in Participatory Notes bear the same economic risk as if they were investing directly as shareholders of MATTERIALL.

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.

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.

Risk: Any decision by Spreds Finance to sell shares of MATTERIALL 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.

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.

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 MATTERIALL'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.

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.

Note: Investors in Participatory Notes bear the same risk as if they invested directly in MATTERIALL and became shareholders. However, Spreds, as a

crowdfunding service provider, tries to encourage each project owner to report at least 2x per year.

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