Promissory Note for Startup Share Sale Has Matured. No Response From Company or Signatories. What Would You Do?
I'm looking for advice from people who have dealt with startup acquisitions, promissory notes, or cross-border debt recovery.
In May 2021, I sold 182,511 shares of a Singapore startup (Gluu Life Pte. Ltd.) to Vambery Assets Limited (BVI) under a Share Purchase Agreement.
Purchase Price: SGD 32,500
Instead of immediate payment, the buyer issued a Promissory Note for SGD 32,500 plus 2% annual interest (capped at 2 years). The Promissory Note and SPA are both governed by Singapore law and contain Singapore arbitration provisions.
The note matured after 5 years, which has now passed.
Over the last few months I have:
- Emailed the signatory of the agreement
- Contacted current directors of Gluu Life
- Sent follow-up emails and messages.
- Received no response from anyone.
I obtained current ACRA records which show:
- Gluu Life is still a live company in Singapore.
- Vambery Assets Limited remains listed as the shareholder.
I have copies of:
- The SPA
- The Promissory Note
- ACRA records
- Email correspondence showing attempts to resolve the matter amicably
For anyone familiar with Singapore corporate matters, startup acquisitions, SIAC arbitration, or cross-border debt recovery:
What would you do next?
Would you engage Singapore counsel immediately for a demand letter, pursue arbitration, or investigate the BVI entity first?
Any practical experiences or advice would be greatly appreciated.