The Instrument
Structured, milestone-based CLAs. Purpose-built under Belgian law. No negotiation.
The Instrument
Capital is deployed through pre-designed syndicate CLAs (Convertible Loan Agreements) at each stage — a loan that converts into equity at a future qualifying financing event, rather than being repaid in cash. Structured, transparent, and fast.
The legal entity progresses with the company: a CommV at founding, converting to a BV at first revenue (Stage 4, ~€1K MRR). Every stage has its own CLA with predefined terms. No negotiation, no delays.
The terms below reflect the XR Venture Studio implementation — purpose-built under Belgian law with a Big 4 firm. Other studios adapt the instrument to their jurisdiction.
Stage 0 — Pre-Studio
Before the CLA ladder begins, we offer a FAST Agreement (Founder Allocation of Shares for Territory) — not a convertible loan, but a simple equity allocation to get started.
- Equity
- 5%
- Service Credits
- €5K – €25K
- Instrument
- FAST Agreement
CLA Terms by Stage
| Stage | Name | Cap | Floor | Max Raise | Discount | QF Threshold | Maturity |
|---|---|---|---|---|---|---|---|
| 1 | Idea | €250K | €125K | €25K | 25% | €100K | 36 mo |
| 2 | Demo | €500K | €250K | €50K | 25% | €150K | 30 mo |
| 3 | MVP | €1M | €500K | €100K | 20% | €250K | 24 mo |
| 4 | First Revenue €1K MRR | €2M | €1M | €200K | 20% | €500K | 24 mo |
| 5 | Early Revenue €5K MRR | €5M | €2.5M | €500K | 15% | €1M | 24 mo |
| 6 | Traction €20K MRR | €8M | €4M | €800K | 15% | €1.5M | 24 mo |
| 7 | Momentum €40K MRR | €10M | €5M | €1M | 15% | €2M | 24 mo |
| 8 | Scale €85K MRR / €1M ARR | €15M | €7.5M | €1.5M | 10% | €3M | 18 mo |
Universal CLA Terms
- Extension Interest
- EURIBOR + 5% (Stages 1–3) · EURIBOR + 4% (Stages 4–8)
- Base Interest
- 12M EURIBOR + 3%
- Default Penalty
- +2%
- Conversion
- Contribution in kind
- Governing Law
- Belgium, courts of Brussels
- Signing
- DocuSign
Capital by Design
Early tranches are deliberately small — five-figure raises that enforce capital discipline and preserve founder ownership. Most ventures stay lean, prove traction on minimal capital, and climb the ladder at their own pace.
But when a venture proves it can absorb growth capital — when the metrics demand it — the ladder is designed to step up. Stages 6 through 8 unlock six- and seven-figure raises precisely when the go-to-market motion needs fuel, not after momentum has stalled.
And when a venture outgrows the ladder? That is the point. A venture that reaches €1M ARR through this structure has the metrics, the discipline, and the track record to raise externally.
Start soon. Stay lean. Graduate when ready.