The EXPECTME 1A compartment of Spreds Finance would participate in the financing of EXPECTME BV/SRL planned between € 25,000 and € 700,000 (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 EXPECTME by Spreds Finance (see below) are met:
 
 - The total amount of commitments to subscribe to this Capital Increase is at least € 25,000 and not more than € 700,000.
 
 - The Capital increase is based on a maximum pre-money valuation of €2,250,000.
 
 - The EXPECTME 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the EXPECTME 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. 10/05/2025. 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 26/09/2024 and ends on the Closing Date, which is in principle 10/11/2024.
 
It may be decided to extend the subscription period by 3 months, until 10/02/2025 at the latest, if the total amount of subscriptions on 10/11/2024 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 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 10/05/2025 if the subscription period ends on 10/11/2024. 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. 

The company has convertible loans with imec.istart Fund in the amount of €100,000 and with Seeder Fund II SC in the amount of €100,000, which can be converted within the framework of a qualified financing by contribution in cash, by one or more parties, amounting to a minimum of €700,000, with €250,000 invested by new investors. 

Note that a discount will apply to the conversion of the convertible loans, which is common for this type of investment. 

Indeed, the discount granted is 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. A usual discount is 20% on the pre-money valuation applicable to the financing round where the loan is converted into equity. 

EXPECT ME is in discussions with both lenders as they consider converting the loan agreement to equity. This will depend in part on the total amount raised during the Spreds campaign. If the loans are converted after the contribution by the EXPECTME 1A compartment of Spreds Finance, there will be dilution for Spreds Finance. If the loans are converted before contribution by Spreds Finance, there will be no dilution. 

No dilution has been taken into account in the table to the right.