The ITRACEIT 1A compartment of Spreds Finance would participate in the financing of ITRACEIT BV/SRL planned between € 490,000 and € 1,675,000 (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 ITRACEIT by Spreds Finance (see below) are met:
 
 - The total amount of commitments to subscribe to this Capital Increase is at least € 490,000 and not more than € 1,675,000. Contributions in kind (notably convertible loans which will be converted into shares during this capital increase) are included in these amounts. 
 
 - The Capital increase is based on a maximum pre-money valuation of €4,000,000.
 
 - The ITRACEIT 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the ITRACEIT 1A compartment. This amount must be a minimum of €25,000.
 
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 23/09/2024 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 €20,000.
 
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. 
 
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-enterprise.

 

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 €500,000. 

There are several convertible loans (totalling €465,000) which will be converted at the time of the next capital increase to which Spreds Finance will subscribe (if this offer is successful). 

Note that a discount will be applied to the conversion of the convertible loans, which is usual for this type of investment. Indeed, a discount is granted to compensate for the risk taken by lenders in making capital available earlier than investors making a cash contribution at the time of a capital increase. The discount taken into account is 20% on the pre-money valuation of €4,000,000. 

Investors' attention is drawn to the fact that the conversion of the convertible loans entered into could result in dilution for the iTtraceiT 1A compartment of Spreds Finance) if it is not carried out before Spreds Finance's entry into the capital. Such dilution has not been taken into account in the table in 'Summary' as the conversion would normally take place before Spreds Finance's entry into capital, which would mean that there would be no dilution for Spreds Finance. 

It should be noted that an additional convertible loan could be obtained from the Walloon Region (up to a maximum of €400,000). The conversion of this loan (if obtained) will result in dilution for existing shareholders (including Spreds Finance's iTraceiT 1A compartment, as the conversion will not take place in the current financing round). A discount of at least 20% will be applied to the pre-money valuation that will apply to the capital increase converting the loan into shares. The discount can be up to a maximum of 30% (depending on the conversion date: the later the conversion date, the higher the discount).

 

Finally, it is important to note that the existing shareholders plan to transfer shares to the CEO, Frederik Degryse, as an incentive. His stake is currently 3.99% and the intention is to increase this to 5%. In principle, this will have no effect on the percentage that Spreds Finance's iTraceiT 1A compartment will acquire.