# 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.

Source: https://lopifi.com/learn/how-to-run-a-startup-fundraise
Part of: Lopifi — US GAAP books on autopilot, checked by a CPA (https://lopifi.com)

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**How do you run a startup fundraise — data room, diligence, 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](https://lopifi.com/md/glossary/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.

Pitch (Deck, model, first meetings) → Term sheet (Price, pool, preference, board) → Diligence (The investor's lawyers read everything) → Closing (Documents signed, money wired) → After closing (Form D, state filings, cap table, books)

A priced round, from first meeting to the cap table update.

| Folder | What goes in it | Where it came from |
| --- | --- | --- |
| Corporate | Certificate of incorporation, bylaws, board and stockholder consents, good standing | [Good standing](https://lopifi.com/md/learn/keeping-a-delaware-corporation-in-good-standing) |
| Cap table | The cap table, every stock purchase agreement, every 83(b) with proof of filing | [Founder stock](https://lopifi.com/md/learn/founder-stock-and-vesting) |
| Equity plan | The plan, its stockholder approval, every grant, the 409A reports | [Employee options](https://lopifi.com/md/learn/employee-stock-options-iso-vs-nso) |
| Financings | Every SAFE and note, side letters, Form D filings | [Ways to raise](https://lopifi.com/md/learn/ways-to-raise-startup-capital) |
| Financials | Monthly statements, the close, the model | [The board pack](https://lopifi.com/md/learn/monthly-board-pack) |
| Contracts and IP | Customer and vendor contracts, IP assignments from everyone who wrote code | Counsel |

A seed-stage data room. Every line is something an earlier lesson produced.

1. **Final documents.** Counsel circulates the stock purchase agreement, the amended charter, the investors' rights, voting and ROFR/co-sale agreements.
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.
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.
4. **Close.** Money arrives, signature pages are released, shares are issued; the SAFEs and notes convert at the same moment.
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.

Closing a priced round

> **The wire is the riskiest minute.** Wire instructions arriving by email are the classic target of business email compromise. A changed account number in a closing email is a reason to stop, not to hurry: confirm by phone at a known number, and have the investor do the same.

- **November 2, 2026** — SAFE signed and wired
- **November 17, 2026** — Form D due (Form 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

Northwind's SAFE, end to end.

*[Figure: audit trail]*

Illustrative: diligence is an audit trail read backwards — each line on the cap table to the document that made it true.

## Where this lesson's rules come from

- [NVCA Model Legal Documents](https://nvca.org/model-legal-documents/) — The model certificate of incorporation, stock purchase, investors' rights, voting and ROFR/co-sale agreements (reference)
- [17 CFR §230.503(a)(1)](https://www.law.cornell.edu/cfr/text/17/230.503) — Form D: due 15 calendar days after the first sale (sec)
- [8 Del. C. §242(b)(1)–(2)](https://delcode.delaware.gov/title8/c001/sc08/index.html) — Amending the charter: a board resolution, then the stockholders — and a class vote when a class's shares change (state)

## Read further

- https://lopifi.com/md/startups/audit-ready-books-before-series-a

- **Track:** [Cap tables & raising](https://lopifi.com/md/learn/equity)
- **Lesson:** Lesson 10 of 10 — 8 min
- **Terms taught:** [Data room](https://lopifi.com/md/glossary/data-room), [Term sheet](https://lopifi.com/md/glossary/term-sheet), [Form D](https://lopifi.com/md/glossary/form-d), [Cap table](https://lopifi.com/md/glossary/cap-table)
- **Previous:** [Secondary sales, Cap table · Lesson 9](https://lopifi.com/md/learn/qsbs-section-1202/secondary-sales)
- **Next:** [Hiring your first employee, Payroll · Lesson 1](https://lopifi.com/md/learn/hiring-your-first-employee)
- **The course:** https://lopifi.com/md/learn