{"reference":"TS-ACME-SEED-2026","date":"2026-04-05","company":{"legal_name":"Acme Supplies SRL","address":"Rue de la Loi 100, 1040 Brussels, Belgium","registration_number":"BE0123456789","website":"https://acme-supplies.be"},"investors":[{"name":"Zenith Ventures I SCSp","type":"vc_fund","proposed_investment":1000000.0,"currency":"EUR"},{"name":"Benelux Angels Syndicate","type":"angel","proposed_investment":300000.0,"currency":"EUR"},{"name":"Durand Family Office","type":"family_office","proposed_investment":200000.0,"currency":"EUR"}],"pre_money_valuation":6000000.0,"post_money_valuation":7500000.0,"instrument":"equity_preferred","key_terms":{"liquidation_preference":"1x non-participating liquidation preference, pari passu across all Series Seed preferred shares, with automatic conversion to ordinary shares on a qualified exit above EUR 12,000,000 enterprise value.","dividend":"Non-cumulative dividend of 6% per annum, payable only if and when declared by the board and only out of distributable reserves; waived on conversion.","anti_dilution":"Broad-based weighted-average anti-dilution protection for Series Seed in the event of a down-round, subject to customary carve-outs (employee option pool, strategic partnerships approved by the Series Seed Director, conversion of pre-existing convertible instruments).","board_composition":"Board of 5 directors: 2 Founder Directors, 1 Series Seed Director nominated by Zenith Ventures I SCSp, 1 Independent Director mutually agreed by Founders and Series Seed Director, 1 CEO seat. Observer seat for Benelux Angels Syndicate.","protective_provisions":["Amendment of articles of association or shareholders' agreement","Issuance of new shares, options, or securities convertible into shares, other than under an approved option pool","Change of control, sale of substantially all assets, IPO","Incurring indebtedness in excess of EUR 500,000 in aggregate","Related-party transactions outside the ordinary course","Annual budget and business plan approval","Appointment or removal of CEO / CFO","Winding up, liquidation, dissolution or material change of business","Declaration or payment of dividends"],"pre_emption":"Pro-rata pre-emption rights for all preferred shareholders on any future issuance of shares (other than an employee option pool of up to 10% of the fully diluted post-money cap).","drag_along":"Drag-along rights triggered by a bona fide third-party offer approved by the board and holders of at least 60% of the shares (on an as-converted basis), with customary protections for minority shareholders (same price per share, same form of consideration, no disproportionate obligations).","tag_along":"Tag-along rights on any transfer by a founder or shareholder holding ≥ 5% of the fully diluted share capital, entitling other shareholders to sell their pro-rata portion on the same terms."},"closing_target":"2026-06-15","conditions_precedent":["Satisfactory legal, financial and commercial due diligence by the lead investor","Execution of the definitive Subscription Agreement and Shareholders' Agreement","Adoption of amended and restated articles of association","Employee option pool of 10% (fully diluted post-money) approved and allocated","Key-person founder commitments (Isabelle Durand, Managing Director) with 4-year vesting and 1-year cliff, restated","UBO declaration updated and filed with the Belgian UBO Register","Release of any existing convertible notes or SAFE instruments by conversion at the agreed discount / valuation cap"],"exclusivity_days":45,"expenses_handling":"Each party bears its own costs up to execution of the definitive agreements. On closing, the Company shall reimburse the lead investor's reasonable legal and due-diligence costs up to a cap of EUR 25,000 (excluding VAT). If the transaction does not close for reasons attributable to the Company or the Founders, the cap remains payable; if due to the lead investor's withdrawal, no cap is payable.","binding_provisions":["Exclusivity (clause 10)","Confidentiality (by reference to the Mutual NDA ACME-ZEN-NDA-2026-001 dated 2026-02-01)","Expenses handling (clause 11)","Governing law: Belgian law","Jurisdiction: exclusive jurisdiction of the French-speaking commercial courts of Brussels"],"non_binding_disclaimer":"Save for the provisions expressly identified as binding, this term sheet is not a binding commitment to invest or to accept investment. Any such commitment will arise only from definitive written agreements signed by the parties, subject to the conditions precedent set out above.","signatories":[{"entity":"Acme Supplies SRL","name":"Isabelle Durand","role":"Managing Director","date":"2026-04-05","place":"Brussels"},{"entity":"Zenith Ventures I SCSp (lead investor)","name":"Clara Peeters","role":"General Partner","date":"2026-04-07","place":"Luxembourg"}]}