Lapee

Key Information

Share Classes

The Company currently has 2 classes of shares, A Shares and B Shares.
Republic Europe investors will receive A Shares and the other investors joining this investment round will receive the preferred class of B Shares.

On a liquidation or exit, the proceeds will be distributed as follows:

(i) First, B Shareholders will receive their initial investment amount before any distributions are made to the A Shareholders;

(ii) Second, the remaining proceeds will be distributed with 80% allocated to the A Shareholders and 20% to the B Shareholders. This distribution will continue until the aggregate amount paid to the A Shareholders is equal to the total preference amount paid to B Shareholders received pursuant to (1) above.

(iii) Third, any remaining proceeds will be distributed to the A and B Shareholders on a pro rata basis.

The B Shares have anti-dilution protection calculated on a broad-based weighted average basis. Investors holding B Shares can request this protection if the Company issues new shares at a price below EUR 26.93. In that event, the new shares will be issued to these investors to mitigate the dilution suffered.

Lead Investor Milestone Adjustment Right

The lead investor is entitled to receive additional B Shares at nominal value if the Company fails to achieve two specific milestones by 31 December 2026, which will result in dilution for all other shareholders. The amount of additional shares is based on the company's share capital as of August 2025.

1. The Milestones:

(i) Financing: The Company must raise at least EUR 1,000,000 in new equity or convertibles (like SAFEs or loans) at a price not lower than DKK 201.01 (EUR 26.93) per share.

(ii) Revenue: The Company must generate a minimum of EUR 1,670,000 in total revenue during the 2026 calendar year.

2. The Adjustment:

(i) If both milestones are met: No adjustment is made.

(ii) If only one milestone is met: BNVC will receive additional B Shares equal to 1.25 percent of the share capital.

(iii) If neither milestone is met: BNVC will receive additional B Shares equal to 2.5 percent of the Share Capital.

Outstanding Convertible Loans

The company has three outstanding Convertible Loan Notes (each and together “Loan Note(s)”):

1. A €15,000 loan from ANMODA Holding ApS.
2. A €67,037.00 loan from Mahoja ApS.
3. A €25,000 loan from Femail Detail ApS.

The Loan Notes are all invested on the same terms, which are:

Maturity Date: 22 August 2026.

Interest rate:
- 4% per annum if the Company does not achieve an equity financing over EUR 1,500,000 (the “Qualified Financing”) before the Maturity Date.
- 8% per annum if (i) the Maturity Date is extended up to 12 months from the Maturity Date; and (ii) the Loan Note is not converted or repaid.

Conversion trigger:
- The right to convert may only be exercised by each lender, not the Company.
- On a Qualified Financing, an Exit (e.g. a merger or sale of the Company), or on the Maturity Date, each lender can elect to convert the Loan Note into the most senior class of shares in the Company existing at the time of conversion.

Conversion price:
- On a Qualified Financing: This will be the price per share paid by investors in a Qualified Financing with a 20% discount (the "Conversion Price").
- On an Exit or conversion on the Maturity Date: The price per share will be equal to the Conversion Price.

Valuation Cap: EUR 10,000,000.

Share class: The lenders will receive the most senior class of shares in the Company existing at the time of conversion.

Repayment date: The lenders may not request any repayment and the Company may not repay the loans before the Maturity Date.
- If a repayment occurs on the Maturity Date (and the Loan Note has not yet been converted), the Company may choose to repay in four equal instalments (first installment one month after written demand, the others six months apart from each).
- The repayment may fall due early if a lender makes a written demand under specific circumstances such as: (i) insolvency; (ii) winding up; (iii) cessation of business: (iv) a material breach of the Loan Note; (v) or on an Exit.