Golden Section
Publica.la — Confidential · Convertible Notes
CONFIDENTIAL
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Publica.la
CONVERTIBLE NOTES
Mar 2026
Publica.la
Digital content commerce platform for publishers & authors · Middletown, DE (Remote)
CONVERTIBLE NOTES EQUITY — DEAL MEMO USD FINANCIALS
GSV INVESTMENT
$2,235K
Cumulative via notes + warrants
VALUATION CAP
$8M
Latest note (Dec 2023)
2024 REVENUE
$1.83M
+39% YoY growth
MRR CUSTOMERS
143
Dec 2024
GSV OWNERSHIP
18.57%
FD post-conversion
FINANCIAL ASSESSMENT
P&L Summary — 2020–2024 (USD)
Source: Historical Financials Publica.xlsx, Publica P&L October 2024.xlsx
LINE ITEM2021202220232024
MRR Revenue$442K$442K$515K$598K
Revenue Share$342K$529K$798K$1,230K
Total Revenue$799K$970K$1,313K$1,828K
Total COGS$302K$478K$726K$1,076K
Gross Profit$496K$492K$587K$752K
Gross Margin62.1%50.7%44.7%41.2%
Total Expenses$1,102K$1,158K$1,674K$2,277K
Net Income (Loss)($93K)($187K)($392K)($527K)
ANNUAL REVENUE TREND (USD '000S)
2024 GMV
$1.87M
Transactional volume processed
MRR (OCT 2024)
$52,130
Monthly recurring revenue
CASH POSITION
$419K
Dec 2024 bank balance
INVESTMENT STRUCTURE
Deal Terms & Cap Table
Source: Carta Holdings, Cap Table (Pulley 01-31-2025), GS IOI Investment Terms, Convertible Notes
GSV CONVERTIBLE NOTES
SecurityConvertible Notes
GSV II (Dec 2022)$400K · $6M cap
GS Holdings (Dec 2022)$150K · $6M cap
GSV II (Jun 2023)$350K · $6M cap · 0% disc
GSV II (Dec 2023)$360K · $8M cap
GSV II (Jun 2024)$300K · $8M cap
SPV XVI (May 2023)$105K · $6M cap
Warrant (Jan 2023)52,631 shares · $0.29
NOTE TERMS
Discount20% (CN-9: 0%)
Interest Rate8% Compounding
Term24 Months
Liq. Preference1x
Change of Control2x or Cap Conv.
ROFOPro rata
Total GSV Capital$1,665K (notes)
CAP TABLE (FD, JAN 2025)
HOLDERTYPEFD SHARESFD %
Pablo LaurinoFounder4,050,00033.59%
Golden Section (all)Investor2,239,34918.57%
Franco GilioFounder2,100,00017.42%
Chile VenturesInvestor788,8646.54%
Fen VenturesInvestor673,8885.59%
Marcelo FerreroInvestor513,6524.26%
SkyDeckInvestor385,1323.19%
Options & OtherPool1,306,74610.84%
Total FD12,056,579100%
PRODUCT & COMPANY
Digital Content Commerce Platform
Source: Publica.la Internal Deal Memo, Critical Operating Docs, Product Architecture and Engineering, ICP Discovery

Publica.la (legal entity: QueryLoop, Inc.) is a digital content commerce platform enabling publishers, authors, and media companies to sell eBooks, audiobooks, and digital content directly to consumers — bypassing traditional intermediaries like Amazon. Founded in 2017 by Pablo Laurino, the platform operates as both a SaaS subscription and a revenue-share marketplace.

The platform provides white-label storefronts, DRM-protected content delivery, multi-currency payment processing via Stripe, real-time analytics, and consumption tracking. Publica retains 10–30% of transaction revenue (take rate ~12%) plus monthly subscription fees ($29–$2,400/mo depending on plan).

The tech stack runs serverless on AWS (Lambda, SQS) with SingleStore database, Cloudflare CDN, and proprietary DRM with AES encryption. CI/CD via GitLab with SonarQube and OWASP security scanning.

ACTIVE USERS
432K MAU
124K WAU, 21K DAU
CSAT SCORE
88.5%
Customer satisfaction
RS CUSTOMERS
224
Active rev share tenants
TAKE RATE
~12%
Avg. gross margin on GMV
KEY CUSTOMERS

Penguin Random House, Planeta, Christian Books, Starbucks (pilot), Mayo Clinic, Sanborns, university presses across LATAM. Growing US market presence with $2M+ pipeline.

INVESTMENT THESIS
Why Publica.la
Source: IC Pitch, Publica Additional Investment, Critical Operating Docs
Consistent Revenue Growth: Revenue has grown from $433K (2020) to $1.83M (2024), a 4.2x increase with 39% YoY growth in 2024. Revenue share component scaling rapidly as publisher adoption accelerates.
US Market Expansion: Core use of GSV funds is to penetrate the US publishing market. With $200K+ in ARR pipeline from US customers (Christian Books, university presses), the company is establishing a beachhead in the largest publishing market globally.
Marquee Publisher Relationships: Partnerships with Penguin Random House and Planeta (the two largest Spanish-language publishers) provide strong validation and revenue anchor. Publica is their direct-to-consumer digital solution.
Capital Efficiency: $0.53 capital efficiency ratio. The platform's marketplace model means revenue scales without proportional cost increases. Subscription MRR provides baseline cash flow stability.
Proprietary Technology: Serverless architecture with proprietary DRM, fragment-based content streaming, and audit trails. Defensible IP creates switching costs for publishers once integrated.
Clear Exit Pathways: Potential acquirers include Bookwire ($10M GMV), VitalSource, Ingram, and Supadu. Exit valuation of 2–3x GMV for rev share + 10x subscription revenue suggests $7.5–8M+ range at current trajectory.
RISK ASSESSMENT
Key Risk Factors
Source: IC Pitch, Publica Additional Investment, Financial Analysis
HIGH
Persistent Net Losses: The company has been cash-flow negative every year since inception. 2024 net loss of ($527K) with cumulative losses growing. Path to profitability depends on scaling revenue faster than costs.
HIGH
Gross Margin Compression: Global gross margin declined from 62% (2021) to 41% (2024) as the lower-margin revenue share component grows faster than SaaS. Take rate hovering at ~12% limits margin improvement.
MEDIUM
Convertible Note Maturity: Multiple notes are at or near maturity (Dec 2022, May 2023 notes). Conversion terms and timing create cap table uncertainty. Interest accrual ($300K+) increases dilution upon conversion.
MEDIUM
Customer Concentration: Revenue heavily dependent on a few large publishers (PRH, Planeta). Loss of a major customer would significantly impact both subscription and revenue share income.
MEDIUM
Currency & Geo Risk: Operations span US, Argentina, Chile. Argentine subsidiary creates FX exposure and operational complexity. Stripe fees at ~7% for international transactions erode margins.
LOW
Competitive Pressure: Amazon dominates digital publishing (50% take rate). Competitors include VitalSource, Edition Digital, PageSuite. However, Publica's lower take rate (10–30% vs 50%) and white-label model provide differentiation.
EXIT ANALYSIS
Return Scenarios
Source: Publica Additional Investment, ICP Discovery, Cap Table (Pulley)
SCENARIOEXIT VALGSV RETURNMOIC
Wipeout$0$00.0x
Base (2x CoC)$10M$1.86M0.83x
Target ($20M)$20M$3.71M1.66x
Upside ($40M)$40M$7.43M3.33x
Weighted Avg$3.26M1.46x

Assumes GSV 18.57% FD ownership. Weighted: 10% wipeout, 30% base, 40% target, 20% upside. Total GSV capital deployed: ~$2.24M (notes + warrant + credit memo).

EXIT RETURN BY SCENARIO (USD '000S)
FINANCIAL PROJECTIONS
5-Year Forecast (USD)
Source: Financial Analysis publica.la - Projection for the next 5 years.xlsx, Assumptions Document
METRIC2024A2025E2026E2027E
MRR Revenue$598K$926K$1,389K$2,084K
Revenue Share$1,230K$2,158K$3,237K$4,855K
Total Revenue$1,828K$3,086K$4,626K$6,939K
Gross Profit$752K$1,221K$1,832K$2,748K
Gross Margin41.2%39.6%39.6%39.6%
EBITDA($492K)($8K)$694K$1,735K
EBITDA TRAJECTORY (USD '000S)
LEADERSHIP
Team & Coverage
Source: Publica.la Internal Deal Memo, Org Chart 2023, Cap Table
PL
Pablo Laurino
CEO & FOUNDER
University of Buenos Aires (2014). Former Mozilla regional coach. Background in publishing and digital content at Apple Books and Alma. Coded the first version of Publica. 33.59% FD ownership.
FG
Franco Gilio
CTO & CO-FOUNDER
Technical co-founder leading the engineering team. Responsible for platform architecture, serverless infrastructure (AWS Lambda, SingleStore), DRM, and CI/CD pipeline. 17.42% FD ownership.
NF
Nicolas Frette
SENIOR ENGINEER
Early team member since 2017. Holds 200,000 stock options. Key contributor to the platform's core engineering stack. Fully vested.
GS
GS Coverage Team
GOLDEN SECTION
Deal Owners: Oscar Kutch / JT Hildebrand. Founder Success: Montana Meador. Guide Services active. Studios engagement with credit memo and product support.
GP RECOMMENDATION
Verdict: MONITOR
Publica.la demonstrates strong revenue growth (4.2x since 2020) and has secured marquee publisher relationships (PRH, Planeta) that validate the platform. The US market expansion funded by GSV represents the highest-value opportunity. However, persistent net losses, declining gross margins, and accumulated convertible note obligations require careful monitoring. The company needs to demonstrate a clear path to EBITDA breakeven (projected 2025–2026) and successful conversion of the note stack to equity. GSV's 18.57% FD position provides meaningful upside if the company reaches $20M+ exit valuation. Continue to support US market GTM and monitor monthly burn against revenue growth trajectory.
WEIGHTED MOIC
1.46x
Across all scenarios
TOTAL DEPLOYED
$2,235K
Notes + warrant + credit memo
USE OF FUNDS
US market launch, sales hiring, platform development
NEAR-TERM CATALYST
US Market Traction
$2M+ pipeline, Christian Books & university expansion
KEY MILESTONE
EBITDA Breakeven
Projected 2025–2026 per financial model
KEY CONCERN
Margin Compression
Gross margin declining as rev share grows; need take rate improvement
Prepared by Derek · March 2026 · Sources: Historical Financials Publica.xlsx, Publica P&L October 2024.xlsx, Cap Table (Pulley 01-31-2025), Carta Holdings, GS IOI Investment Terms, IC Pitch, Publica Additional Investment, Critical Operating Docs, Product Architecture and Engineering, ICP Discovery, Financial Analysis Projections

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