Vircon Legal Advised PulpoAR on its Convertible Note Round from Alim Küçükpehlivan

Vircon Legal advised PulpoAR on its convertible note financing round from Alim Küçükpehlivan. The transaction closed on 20 October 2021. The financial terms of the round were not disclosed at the request of the parties. The round followed the convertible note transactions that closed in September 2020 and May 2021 — see our notes on the September 2020 round and the May 2021 round.

Single-investor convertible note rounds executed alongside prior multi-investor convertible cohorts carry a particular drafting challenge — the documentation has to function consistently with the prior convertible note terms while allowing the new note holder appropriate flexibility around cap, discount and maturity provisions calibrated to the company’s evolving trajectory. The architecture has to deliver clean conversion mechanics across the now-multi-cohort convertible base at the eventual priced equity round, without forcing the parties to re-negotiate terms settled at prior closings.

Vircon Legal advised on transaction structuring, convertible note documentation calibrated to align with the prior convertible cohorts, valuation cap and discount mechanics, maturity and interest provisions, governance design accommodating the broader convertible base, founder commitments, and the corporate housekeeping required to support the eventual multi-cohort conversion event.

PulpoAR subsequently completed a priced seed round backed by Akkök Group and angels — see our note on the priced seed round for the conversion event that integrated all three convertible note cohorts. PulpoAR was eventually acquired by The Glimpse Group in December 2022.

For more on our early-stage and convertible-note practice, see our Startup Law and Sell-Side Representation pages.