POLAND Law and Practice Contributed by: Rafał Celej, Arkadiusz Klejnowski and Karolina Piotrowska-Andryszczyk, Kondracki Celej
Additionally, several companies engaged in ven - ture debt or structured revenue-based instru - ments, although most such transactions remain undisclosed or confidential. Notable exits included: • Shoper S.A., a leading e-commerce platform, completed a secondary transaction in which cyber_Folks S.A. acquired 49.9% of shares for EUR128 million, representing one of the most significant VC-backed exits to date. • Wellbee, a digital mental health platform, saw a majority stake acquired by Benefit Systems S.A. in late 2024. The transaction delivered a full exit for Tar Heel Capital Pathfinder, with a reported 10x cash-on-cash return, while bValue retained a minority interest to support further growth. • Eway, a producer of electric vehicle charg - ing stations, was sold by Rubicon Partners, which exited the investment in 2024 after supporting the company through its scale-up phase. The transaction represented Rubicon’s sixth successful VC exit in Poland. No VC-backed IPOs occurred during the period. While NewConnect (an alternative trading plat - form operated by the Warsaw Stock Exchange, designed for smaller and early-stage companies) remains a potential route to liquidity, most ven - ture-backed companies pursued trade sales or structured secondaries, reflecting broader global trends in exit timing. 1.2 Key Trends The VC environment in Poland remained under transitional pressure throughout 2024. A signifi - cant number of domestic VC funds had reached the end of their investment periods under the previous EU financial regime (POIR, or Intel - ligent Development Programme), while newly
established vehicles under the FENG (European Funds for a Modern Economy) programme, the new EU funding instrument, had not yet com - menced operations. This interim shortfall in available capital contributed to a measurable decline in early-stage deal volume, especially in seed and pre-seed rounds. As a result, bridge financing gained prominence, as companies faced extended fundraising time - lines. Many investors provided interim funding in the form of convertible instruments with down - side protection while waiting for larger financial rounds to materialise. Early-stage companies frequently relied on con - vertible loan agreements (CLAs), which gained popularity due to their structural flexibility and expedited execution. CLAs allowed investors to defer pricing negotiations and provided founders with runway without immediate equity dilution. From a deal structuring perspective, the sub - dued global outlook reinforced investor-favour - able terms, particularly: • Stronger anti-dilution protection, including broader application of full ratchet clauses in down rounds. • Increased prevalence of liquidation prefer - ences and seniority stacking across funding rounds. • Greater scrutiny over vesting schedules and founder lock-ups, particularly in cases where follow-on funding was conditional on mile - stone achievements. Another visible trend was the growing role of international co-investors. Foreign VC funds, particularly from Western Europe and the USA, accounted for more than half of the total capital deployed into Polish start-ups – a clear indicator
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