Funding profile · Plant-based food tech
Spero Foods
One confirmed Form D from 2020, a company-reported $20 million total by 2021, and then an all-cash sale of the whole business to a Nasdaq shell in 2023. Here is what the filings show, and what happened to the buyer afterward.
$8.17MSold of $9.13M offered, only Form D on file (Jun 2020)
39Investors in the 2020 round, about $209,589 average
$20MTotal raised, company-reported (Nov 2021)
$1Price Superlatus was resold for by its own insiders, Mar 2024, per lawsuit
Data as of September 24, 2026. Company-reported figures are labeled.
Rounds at a glance
| When | Round | Amount | Investors | Source |
|---|---|---|---|---|
| Summer 2018 | Y Combinator, S18 batch | Not disclosed | Y Combinator | Trade press |
| 2019 | Seed round, sought | Not disclosed | Not named at the time | Trade press |
| First sale May 28, 2020 | Equity offering | $9.13M offered; $8.17M sold at filing | 39 investors | Form D |
| By Nov 2021 | Cumulative total, as reported | $20M | Bessemer Venture Partners, Valor Siren Ventures, Alumni Ventures, Y Combinator, Siddhi Capital, Soma Capital, Litani, Woolworth’s W23 | Company-reported |
| Oct 2, 2023 | Asset sale to Superlatus, Inc. | Not disclosed, all cash | Superlatus, Inc., subsidiary of TRxADE Health (Nasdaq: MEDS) | Press reports |
| Mar 2024 | Superlatus itself resold by insiders | $1 | Sold to then interim CEO Tim Alford, per lawsuit | Litigation report |
What the filings show
Spero Foods, Inc. · Form D · filed Jun 16, 2020
- First sale
- May 28, 2020
- Offered
- $9,126,494 equity
- Sold
- $8,173,990 · $952,504 remaining
- Investors
- 39 · average about $209,589
- Exemption
- Rule 506(b)
- Related persons
- Phäedra Randolph (executive officer, director, promoter); Jonathan Shulkin (director)
- Filing
- SEC EDGAR, CIK 0001815085
Reading the filings
- Only one Form D exists for this company.EDGAR shows a single Form D under Spero Foods’ own CIK, filed June 2020 and never amended. It reports $8,173,990 sold of a $9,126,494 offering, with $952,504 still remaining at the time of filing. No later filing updates that number.
- The company’s own total does not match the filing.Randolph told FoodNavigator-USA in November 2021 that she had raised $20 million. The only Form D on record accounts for about $8.2 million of that. The gap could reflect the 2018 Y Combinator check and a 2019 seed round that used an exemption not requiring a Form D, or a later close of the same round that was never separately filed. Either way, roughly $11.8 million of the company’s own claim is not verifiable in EDGAR.
- The checks were large for a seed stage food brand.Thirty nine investors put in an average of about $209,589 each by the 2020 filing date, more consistent with institutional or fund sized checks than a wide angel syndicate, though the named related persons are limited to the CEO and one director.
- The 2023 transaction was a sale, not a raise.Superlatus’s all cash asset purchase agreement for Spero, dated October 2, 2023, did not require a Form D because Spero was not the one selling securities. No filing discloses the purchase price.
- The buyer did not last long as the buyer.A lawsuit filed by Eat Well Investment Group in US District Court in Florida’s Middle District in January 2025 alleges that Superlatus, the entity that had just bought Spero’s assets, was itself resold in March 2024 to then interim CEO Tim Alford for $1, in what the complaint calls an attempt to strip roughly $10 million in obligations off the balance sheet before Eat Well could collect.
- The Spero brand disappears from the record after that.Nosh.com reported in January 2025 that the resulting Superlatus Foods listed only Sapientia Technology, a snack maker, as its portfolio asset, with no mention of Spero or the other Urgent Company brands it had announced acquiring in 2023. No later SEC filing found for this page names Spero at all.
Commercial signals
| Signal | Detail | Source type |
|---|---|---|
| Retail distribution | Approximately 1,000 stores by late 2021, including Whole Foods and Sprouts, expanding to Kroger owned banners and The Fresh Market by October 2022. | Independent |
| Awards | NEXTY Award, Best New Meat or Dairy Alternative, Expo East, September 2022. | Certifier |
| Trademarks | SPERO registered 2021 but only for salt; SCRAMBLIT, the original egg product name, was abandoned by the USPTO in 2019. | Public record |
| Federal grants | No NSF or NIH award found under the name Spero Foods. Awards under the similar name Spero Energy, Inc. belong to an unrelated biofuels company. | Not a match |
| Acquisition | Bought by Superlatus, Inc., a subsidiary of TRxADE Health (Nasdaq: MEDS), October 2, 2023, all cash, terms undisclosed. | Independent |
| Web presence | As of September 24, 2026, sperofoods.co redirects to an unrelated gambling site; the Shopify storefront returns a store unavailable error. | Independent |
What to watch
- Any accounting the Eat Well Investment Group lawsuit produces of what happened to Spero’s assets after the March 2024 insider sale.
- Whether Scienture Holdings, TRxADE’s successor under ticker SCNX, or Superlatus Foods files anything mentioning Spero by name.
- Whether the purchase price of the October 2023 Spero asset sale ever becomes public.
- Whether Spero’s patents or recipes are sold again, licensed, or formally shut down.
The Spero Foods story on Healthcare DiscoveryHealthcare Discovery
Related companies
Sources
- Public recordForm D, Spero Foods, Inc., CIK 0001815085
- IndependentPlant-based should be healthy, says Spero founder
- IndependentSpero Foods seeks capital to ramp up manufacturing for plant-based eggs, cheese
- IndependentSpero Launches Sunflower-Based Cheeses at Kroger and Fresh Market Stores
- CompanySuperlatus, Newly Merged with TRxADE HEALTH, Acquires the assets of Spero Foods
- IndependentSuperlatus (MEDS) Acquires the Assets of Spero Foods
- IndependentTRxADE Health’s Superlatus to acquire assets of Spero Foods
- IndependentTRxADE HEALTH (MEDS) to Acquire Superlatus
- IndependentPerfect Day inks Superlatus deal for animal-free consumer brands business
- IndependentUrgent Company Parent Co. Sued By Eat Well Investment Group
- Public recordSCRAMBLIT trademark, Serial 88019290, abandoned
- Public recordSPERO trademark, Serial 88912913, Registration 6399799
- IndependentLive check of sperofoods.co and its storefront domains
Compiled from SEC and other public records and published reports as of September 24, 2026. Form D notices report offerings under Regulation D; amounts reflect the filing date. Healthcare Venture Capital Fund holds no position in Spero Foods. This page is not an offer to sell or a recommendation to buy any security.
