Vircon Legal advised Cosa and its founder Cem Gül on the repurchase of a 66.12% equity stake from Revo Capital (Fund I). The transaction closed on 22 August 2024 in Istanbul. Cosa had previously raised a total of approximately USD 2.26 million across earlier financing rounds, with Revo Capital as one of the principal institutional shareholders.

The structure of the transaction — a founder-led repurchase that consolidates equity back into the founder’s hands at the end of a venture investment cycle — is one of the cleaner exit paths available to early VC investors when the underlying company has reached a stage where its trajectory and capital strategy better fit a private operating model than continued institutional venture backing. For founders, it returns ownership and decision-making autonomy; for the venture fund, it provides a defined-timeline realization without the friction or process cost of a strategic sale.

Repurchase transactions of this scale require careful attention to multiple moving parts: valuation methodology, payment structure (lump sum versus instalments), security interests, representations and warranties from the selling fund, treatment of any outstanding option or convertible instruments, and the operational continuity of the company through the change of control. Vircon Legal advised on transaction structuring, share purchase documentation, governance reset following the change in ownership, and the post-closing arrangements between Cosa and the exiting fund.

Revo Capital is one of Türkiye’s earliest institutional venture funds, with a portfolio history that spans the first wave of Turkish technology companies seeking institutional capital — making this kind of full-cycle exit a recognizable pattern within the broader maturation of the Turkish venture landscape.

We congratulate Cem Gül on regaining full strategic control over the company he founded, and we were proud to support the transaction across structuring, documentation, and closing. Repurchase-style exits remain underused as an explicit strategy in Türkiye despite their fit for a meaningful subset of the post-Series-A cohort; the Cosa transaction is a clean example of how a well-prepared founder and a disciplined institutional shareholder can execute an outcome that serves both sides.

For more on our founder-side M&A and sell-side practice, see our Sell-Side Representation and M&A and Investments pages.

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Published: 22 August 2024
This article is for general informational purposes only and does not constitute legal advice. Laws and practices may have changed since the publication date. For specific situations, please consult Vircon Legal.
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