Bridge Note

Short-term funding to reach a round that is already in sight.

A convertible note used to give a company runway between two priced financing rounds, typically issued to existing investors ahead of an anticipated raise. It's called a “bridge” because it's meant to carry the company over a gap, not to serve as a company's primary source of capital.

Business days
1–5Business days
Lawyer reviewed
100%Lawyer reviewed
Surprise bills
$0Surprise bills

What a Bridge Note should include

  1. Amount and drawdownthe size, and whether it comes in one payment or tranches.

  2. Termthe short maturity, matched to the expected timing of the round.

  3. Interestthe rate, and whether it is paid or rolled into conversion.

  4. Conversion into the roundthe terms on which the bridge participates in the financing it is bridging to.

  5. Ranking and securitywhere it sits against other debt, and whether anything secures it.

  6. What happens if the round slipsthe mechanism when the financing takes longer than expected.

When you need one

When a financing is close but not closed and the company needs runway to get there. Bridges are frequently funded by existing investors, which changes the negotiation — they know your position, including how much time you have.

How Ruby drafts it

  1. Tell us what you need

    Describe the agreement, your business context, and how fast you need it. A few smart questions, not a legal questionnaire. Your price and turnaround are confirmed before anything starts.

  2. Ruby drafts it

    Once pricing is confirmed a qualified Ruby lawyer is assigned to your file, and the first draft is built from your answers and real Canadian statute.

  3. A licensed lawyer reviews every line

    A lawyer licensed in Canada reviews and finalizes the document before it reaches you, and writes the plain-language summary that comes with it.

  4. Signed, stored, and yours to revisit

    You get the final agreement and its summary, stored so you can come back to it rather than hunting through email for the current version.

The fee is set before any of that starts. Hourly billing moves as scope does; a flat fee is one number, confirmed in writing, that doesn’t change after the work is done. See how Ruby prices agreements.

Questions people ask

Mostly in intent and timing. A bridge is short and aimed at a specific, expected financing. A convertible note is a general instrument that may sit outstanding for a long time. The documents look similar; the negotiation does not.

That is the scenario the note should address explicitly — repayment, extension, or conversion at a set valuation. A bridge drafted only for the good outcome leaves the hard case to be argued later.

Often, because they have the information and the incentive. It is worth remembering they also know exactly how much runway you have, which affects the terms you will be offered.

Looking for the plain definition rather than the document? See Bridge Note in the Ruby legal glossary.

This page is general information about Canadian business law and is not legal advice. Laws differ by province and change over time, and how they apply depends on your circumstances. For advice on your situation, speak with a lawyer licensed in your province.

Need a Bridge Note?

Ruby drafts it for a flat $499 CAD, confirmed before any work begins, with a licensed Canadian lawyer on every document.

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