The BAR.ON 1A compartment of Spreds Finance would participate in the financing of BAR.ON BV/SRL planned between € 25,000 and € 6,000,000 (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 €25,000.
 
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 BAR.ON by Spreds Finance (see below) are met:
 

 
Spreds Finance verifies that such conditions precedent are met no later than 6 months after the Closing Date ("Effective Date"), i.e. 01/05/2025. 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 01/08/2024 and ends on the Closing Date, which is in principle 01/11/2024.
 
It may be decided to extend the subscription period by 7 weeks and 2 days, until 22/12/2024 at the latest, if the total amount of subscriptions on 01/11/2024 is at least €20,000.
 
The offering may be closed early once the minimum offering 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. 
 
The Participatory Notes will be issued on the date of the capital increase, if the conditions precedent for issuing these Participatory Notes are met. That is, at the latest on 01/05/2025 if the subscription period ends on 01/11/2024. This may be earlier (if the offering closes early) or later (if the subscription period is extended).

 

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 BAR.ON is a micro-enterprise. 

The total tax reduction is therefore a maximum of €225 per Participatory Note. 

The available tax shelter budget is €500,000. 

BAR.ON has obtained convertible loans from various parties, including venture capitalists for a total of €2,651,270. 

These loans will most likely be converted into shares at the same time as the contribution by the BAR.ON 1A compartment of Spreds Finance. This was taken into account in Scenario 2 in the table below. In particular, an amount of up to €1,000,000 is provided for contributions in cash and an amount of up to €3,500,000 is provided for contributions in kind (i.e. the conversion of the loans, which includes the nominal amount of the loan and interest). The founder and CEO, Dirk Standaert, also granted a convertible loan to BAR.ON (which is also reflected under Scenario 2).

However, please note that there is a slight possibility of conversion prior to the contribution by Spreds Finance. This will depend on the timing of the closure of this offer, as the maturity date of some of the convertible loan agreements may fall before the end of the deadline for achieving the target capital to be raised. At maturity, the convertible loans will be repaid to the respective lenders in cash or via conversion into shares at a predetermined pre-money valuation of BAR.ON ranging between €3,000,000 and €10,000,000.

The convertible loans will generate gross annual interest of 4%. This interest - in the event of conversion into shares - will be converted into shares and will therefore not be paid. For this reason, they were included in the contributions listed under Scenario 2 above.

If the conversion takes place at the same time as the subscription by the BAR.ON 1A compartment of Spreds Finance, convertible loan holders will subscribe at the same pre-money valuation as Spreds Finance but at a 20% discount to this pre-money valuation (as is customary for convertible loans, given that these investors have made the funds available at an earlier time)

Investors should note that if holders of convertible loans decide not to convert their loans into shares during this capital increase but at a later date, there will be future (significant) dilution for shareholders (including Spreds Finance's BAR.ON 1A compartment), given the total amount of the loan (notably €2,651,270). The exact percentage of dilution cannot be assessed at this time, but it has already been foreseen that the maximum pre-money valuation will be €10,000,000, to which a 20% discount will be applied. In certain cases (in particular if the total amount of funds raised is less than €2,500,000), the maximum pre-money valuation will be €3,000,000 (to which a 20% discount will be applied). In the latter case, dilution will be much greater for existing shareholders.

Given the discount on the pre-money valuation that will apply to the Capital Increase, the table shown in the “Raise Summary” to the right is not entirely accurate (in particular with respect to the percentage of shares that would be held by Spreds Finance. The percentages may vary slightly due to certain currently unknown factors that depend on the holders of the convertible loans (in particular their decision whether or not to convert) and the timing of the Capital Increase (which will affect the amount of interest that will be converted into shares). These elements will only be certain just before the Capital Increase, as they depend on the choice of convertible loan holders and the effective date of the Capital Increase. The table below gives a more accurate depiction.

The table hereunder is based on a pre-money valuation of €8,000,000 (indicated as the maximum pre-money valuation for this offer during this financing round). The percentages were rounded to 2 decimals. 

Scenario 1: The funding round reaches its minimum targets. Through this offer, the minimum required to validate the round is raised. The entrepreneurs and other investors invest only what they have committed to invest or the difference between the minimum target of the round and the investment of the BAR.ON 1A compartment of Spreds Finance.

Scenario 2: The financing round reaches its maximum targets. The maximum amount of this offer is reached and the entrepreneurs and other investors invest the difference between the maximum objective of the round and the maximum investment of the BAR.ON 1A compartment of Spreds Finance.