Tiptoh 1A
Plant-based ‘milk’ made from yellow split peas
€95,000
total amount raised in round
- Eligible for a tax reduction
This campaign ended and is now negotiating with select business angels
Contact us if you are interested in a private meeting with this entrepreneur.
The TIPTOH 1A compartment of Spreds Finance would participate in the financing of CUMUCO BV/SRL planned between € 25,000 and € 425,000 (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.
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.
Cumulative conditions precedent
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 CUMUCO 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 € 425,000.
- The Capital increase is based on a maximum pre-money valuation of €1,750,000.
- The TIPTOH 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the TIPOTH 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 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 CUMUCO 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 € 425,000.
- The Capital increase is based on a maximum pre-money valuation of €1,750,000.
- The TIPTOH 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the TIPOTH 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.
Subscription period
The subscription period begins on 18/11/2024 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 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 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).
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 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 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).
Tax Shelter (45%)
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 €200,000.
Investments already confirmed
The company received a convertible loan (in the amount of €100,000) from a professional investor in May 2022. This loan runs until June 2029 and carries an interest rate of 6% gross per annum. The intention of the parties is to convert this loan into shares.
This could take place at the time of the next capital increase to which Spreds Finance will subscribe (if this offer is successful) provided that an amount of €400,000 is invested in the company by investors.
Note that a discount will be applied to the conversion of the convertible loan, which is quite usual for this type of investment. In fact, 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 25% on the pre-money valuation applicable to the financing round in which the loan is converted into shares.
Investors' attention is drawn to the fact that the conversion of the convertible loan could result in dilution for Spreds Finance's TIPTOH 1A compartment 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 below, as it is currently uncertain whether the conversion will take place at the time of this financing round.
