Running a raise: data room, closing and the wire
From term sheet to closing: the data room, the documents, the wire and the filings after — and what Northwind's back office has to have ready.
A raise is a sales process with a legal closing at the end. Investors decide on the pitch; they close on the data room — and a data room is only as good as the back office behind it: the charter, the cap table, the board consents, the 83(b) elections, the books.
- PitchDeck, model, first meetings
- Term sheetPrice, pool, preference, board
- This lessonDiligenceThe investor's lawyers read everything
- ClosingDocuments signed, money wired
- After closingForm D, state filings, cap table, books
Step 1: Final documents
Counsel circulates the stock purchase agreement, the amended charter, the investors' rights, voting and ROFR/co-sale agreements.
Step 2: Approvals and the charter filing
The board adopts a resolution for the charter amendment and the financing; the stockholders approve the amendment under §242, with a class vote where a class's authorized shares change; the amended charter is filed.
Step 3: Confirm the wire instructions
Wire instructions go out on company letterhead and are confirmed by phone at a number already on file — never one in the email that sent them.
Step 4: Close
Money arrives, signature pages are released, shares are issued; the SAFEs and notes convert at the same moment.
Step 5: After closing
Form D within 15 days, state notices, the cap table updated and the journal entries booked — all on the closing date's numbers.
November 2, 2026
SAFE signed and wired
November 17, 2026
Form D dueForm D
November 16, 2026
409A appraisal of the common, after the SAFE
December 1, 2026
First option grants at the 409A value
October 1, 2027
Planned Series Seed; the SAFE converts
Where this lesson's rules come from
The sources behind this lesson's requirements, by kind. Background reading explains; it is never the authority for a rule. Anything marked as a convention is ours, not the rule-maker's.
- State authority
- 8 Del. C. §242(b)(1)–(2) (opens in a new tab)Amending the charter: a board resolution, then the stockholders — and a class vote when a class's shares changeFree to read
- SEC
- 17 CFR §230.503(a)(1) (opens in a new tab)Form D: due 15 calendar days after the first saleFree to read
- Background reading — not an authority
- NVCA Model Legal Documents (opens in a new tab)The model certificate of incorporation, stock purchase, investors' rights, voting and ROFR/co-sale agreementsFree to read
The full map is in US GAAP, and where these rules come from.
The words this lesson teaches
Each links to its glossary definition, which also names the authority behind it and the components that render it.
- Data roomThe organized set of documents a company opens to investors in diligence — charter, cap table, board consents, stock and option agreements, 83(b) elections, financial statements, material contracts, IP assignmentsConvention
- Term sheetThe short summary of a priced round's economics and control terms — price, pre-money, pool, liquidation preference, anti-dilution, board, protective provisions, pro rata — that the definitive documents then implement
- Form DThe notice of an exempt offering filed with the SEC no later than 15 calendar days after the first sale under Rule 504 or 506 — a notice, not an application — and the basis of the states' notice filings
- Cap tableThe register of who owns what in a company — every share issued, every option granted, the unissued pool and every SAFE or note that will become shares — shown as share counts and as percentages, issued and fully diluted. It must agree with the stock ledger, the board consents and the booksConvention
In the founder glossary
This lesson’s ideas, explained for the founder running the company. Each has an entry in the founder glossary.