The HYDROFIX 1A compartment of Spreds Finance would participate in the financing of HYDROFIX BV/SRL planned between € 90,000 and € 350,000 (the "Capital Increase").
 
Of the total amount raised during the period of the offering, Spreds Finance will use an amount of € 500 per Participatory Notes for these purposes, subject to the fulfilment of the conditions for such placement.

 

 

The minimum subscription amount per investor is €500.
The minimum offering amount is €50,000.
 
 The Notes will only be issued if, within 6 months from the Closing Date, the following listed cumulative and conditions precedent to the subscription of shares of HYDROFIX by Spreds Finance (see below) are met:
 
 - The total amount of commitments to subscribe to this Capital Increase is at least € 90,000 and not more than € 350,000.
 
 - The Capital increase is based on a maximum pre-money valuation of €1,855,600.
 
 - The HYDROFIX 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the HYDROFIX 1A compartment. This amount must be a minimum of €50,000.
 
Spreds Finance verifies that such conditions precedent are met no later than 6 months after the Closing Date ("Effective Date"), i.e. 15/06/2025. In the event that one or more of these conditions are not met by the Effective Date, the Notes will not be issued and the Subscription Amount paid by the Investors respectively will be refunded no later than 15 business days after the Effective Date.

 

 

The subscription period begins on 16/10/2024 and ends on the Closing Date, which is in principle 15/12/2024.
 
 It may be decided to extend the subscription period by 3 months, until 15/03/2025 at the latest, if the total amount of subscriptions on 15/12/2024 is at least €40,000.
 
The offering may be closed early once the minimum offering amount, of €50,000, 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. 
 
 The Participatory Notes will be issued on the date of the capital increase, if the conditions for issuing these Participatory Notes are met. That is, at the latest on 15/06/2025 if the subscription period ends on 15/12/2024. This may be earlier (if the offering closes early) or later (if the subscription period is extended).

 

This investment opportunity is eligible for an income tax reduction for Belgian investors under the Belgian tax incentive system, the Start-Up Tax Shelter.

 

The maximum reduction of 45% of the total nominal amount invested in Participatory Notes is applicable because the underlying assets are the shares of a micro-company.

 

This means that the total tax benefit will amount to a maximum of €225 per Participatory Note subscribed by the investor.

 

The budget available for Tax Shelter is €250,000. 

Since 2021, the entrepreneurs have received training and coaching under the BRYO Standup and BRYO Startup programmes organized by VOKA, the Flemish chamber of commerce.

In October 2023 the team claimed its spot in Limburg StartUp’s (LSU) “Pitch your seat” competition giving them access to LRM’s incubator at Thor Park in Genk and additional entrepreneurship trainings and coaching

Financing through this offer is part of a more comprehensive financing mix for HYDROFIX. 

This offer, together with a conversion of outstanding management fees, is the only element giving rise to a share issue.

The entrepreneurs will participate in this capital round by converting outstanding management fees into shares. This will be done at the same pre-money valuation as the one applicable to Spreds Finance's HYDROFIX 1A compartment. The total amount of management fees that will be converted into shares is approximately €90,000.

However, it is important to note that the company is currently negotiating a convertible loan with LRM, a Limburg VC. The loan amount would be €135,000 whereby -at the time of conversion into shares- a 25% discount is given on the pre-money valuation applicable to the financing round where the loan is converted into shares. 

Given that there is no formal agreement yet regarding this loan, further details (such as maturity, interest rate and modalities for conversion into shares) are not yet known.  

Note that the discount given on the pre-money valuation is common for this type of investment. In fact, a discount is given to compensate for the risk taken by the lenders by making capital available earlier than investors making a cash contribution at the time of a capital increase. 

Investors' attention is drawn to the fact that the conversion of this loan would result in a dilution for the HYDROFIX 1A compartment of Spreds Finance.