What is a CLA?
A Convertible Loan Agreement (CLA) is a contract in which an investor lends money to a company with the option to later convert the loan into shares instead of being repaid in cash. The loan starts as debt and becomes equity under the agreed conditions – often based on a valuation cap, a discount or other predefined terms. It is a common way for start-ups to raise capital without issuing shares immediately.
Converting a CLA on the platform (for Investment Managers)
Conversion overview: you see all investors of the convertible offering with their investment amounts as well as the security terms (cap table valuation, discount rate, valuation cap). Under "Conversion Terms" you can see whether shares have already been issued or whether it is a staged conversion, and you can upload the original CLA documents.
Enter conversion inputs: target signing share price, target conversion date, market price at conversion and, if applicable, the FX rate. The platform calculates the share price used for the conversion and shows whether the discount or the valuation cap applies.
Retrospective share price calculator (optional): calculates the actual share price based on investment amount, accrued interest, converted valuation or price and discount terms.
Verify the share allocation: total number of shares, share price, shares per investor and any remaining cash or rounding differences.
Adjust individual investors (if needed): in the investor's details you can review the summary, add shares manually, check cash remainders and adjust conversion parameters.
Add new investors (optional): enter the e-mail address, confirm the identity and define the amount and terms.
Finalise: once everything has been checked, click "Complete". The share allocations are then locked and passed on to the signing and documentation step.
Questions about a specific conversion? Contact our support team via the chat or at [email protected].