The BIANERGY 1A compartment of Spreds Finance would participate in the financing of BIANERGY BV/SRL planned between €25,000 and €2,500,000 (the "Capital Increase").
 
Of the total amount raised during the period of the offering, Spreds Finance will use an amount of €1 per Participatory Note for these purposes, subject to the fulfilment of the conditions for such placement.

 

 

The minimum subscription amount per investor is €500 (excluding subscription fees).
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 BIANERGY 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 €2,500,000.
 
 - The Capital increase is based on a maximum pre-money valuation of €7,500,000.
 
 - The BIANERGY 1A compartment of Spreds Finance participates in the Capital Increase in an amount equal to the result of the subscription of Notes of the BIANERGY 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. 06/01/2026. 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 04/04/2025 and ends on the Closing Date, which is in principle 06/07/2025.
 
 It may be decided to extend the subscription period by 3 months (until 06/10/2025 at the latest), if the total amount of subscriptions on 06/07/2025 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 for issuing these Participatory Notes are met. That is, at the latest on 06/01/2026 if the subscription period ends on 06/07/2025. 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 €0.45 per Participatory Note subscribed by the investor.

 

The budget available for Tax Shelter is €500,000. 

Several investments are currently being negotiated by the company. 
At present, an investment has been confirmed by a private lead-investor for between €500,000 and €1,000,000. €750,000 would be invested in equity at the same time and under the same investment conditions (including the pre-money valuation) as Spreds Finance. €225,000 would be invested through a convertible loan. The terms of this convertible loan are currently still being negotiated. Investors should be aware that the conversion of this loan will result in a dilution for shareholders (including the BIANERGY 1A compartment of Spreds Finance). 

Most likely (although currently not yet known), there will be a discount given on the pre-money valution used to determine the price per share for the capital increase during which the loan is converted. Investors can note that such a discount (usually between 10% and 25%) is market-compliant. Indeed, such a discount is given to reward the loanholder for making funds available to the company prior to an actual capital increase where a pre-money valuation is determined based on how the company is performing at that time). 

Other investments are currently being negotiated with institutional investors, for the same pre-money valuation and on the same terms. 

Note that the realisation of these other investments is not a condition precedent to the investment by the BIANERGY 1A compartment of Spreds Finance. 

An ESOP is planned for July 2025 and December 2025. Exercise of the subscription rights created in the ESOP plan would lead to an overall dilution (for all shareholders combined) of maximum 12%. 

 

The Scorecard is a tool designed to help investors make more informed decisions when considering investments in start-up companies. It provides an overview of a company's current situation. Developed by Spreds, it offers an objective score based on a defined set of key factors, often identified by academic research as indicators of a start-up's potential for success. The documents provided by BIANERGY were received by Spreds and made available to (potential) investors. The content of these documents was not analyzed by Spreds nor Spreds Finance.