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Only essential

Managing Your Intelligent Data Room

Written by
Sam Simpson
Last updated
9th October 2020

Your FounderCatalyst platform has several functions to help you manage and close your funding round. One key role is to allow you to easily upload, share and control access to information for your investors.

Once on the platform, you will see there are several folders on the left-hand side of the menu screen. The folder highlighted in the graphic is called your ‘Intelligent Data Room’. Your Intelligent Data Room comprises six main folders. Below, we discuss what role each folder plays on your fundraising journey.

1. Entry Level

Your “Entry level” folder comprises two key elements:

  1. your initial term sheet; and
  2. your fundraising supporting documentation.

You will find your initial term sheet in your entry level folder, once you have completed the first stage of your journey on our platform and entered both your company information and details about your funding round. The term sheet summarises the basic terms and conditions you are offering to potential investors in exchange for their money, but this ‘initial’ version does not contain a capitalisation table (“cap table”). Don’t worry, once you have decided which investors you want to take through to the enhanced level and the agreed terms, a full term sheet incorporating a cap-table is produced for you. The term sheet is in a format that your investors will expect to see, containing all of the relevant information.

You should also use this folder to upload and manage any company information/documentation in support of your round. This should include, as a minimum, your pitch deck, business plan and a three-year financial model. You also have the option of creating sub-folders to create a more enhanced structure, which could include sub-headings like” financial”, “contracts”, “competitive information” and “market data”, amongst others. You can create as few or as many as you like.

For investors to access your entry level folder, you must give them permission by sending an invite via the platform. Before an investor downloads your documents, they must sign a non-disclosure agreement and a disclaimer as part of their registration and onboarding process.

2. Investment documentation

This folder contains all of the documents and forms that are produced for you within the FounderCatalyst platform - documents such as the Subscription and Shareholders Agreement (SSA) and Articles of Association (AoA). These documents will be identical for all of your investors.

You cannot upload any supporting documents to this folder.

For investors to access folders 2, 3, 4, 5 and 6 listed below, they will require enhanced, as opposed to entry level, access. Again, only you can give them enhanced level access, by sending an invite via the platform, once they have signed the term sheet and have committed to invest.

3. Investor specific

This folder contains a copy of all the documents for each individual investor, detailing their name, address, the amount they are investing and their proposed shareholding details.

You will be able to view the documents relating to every investor; each investor will only be able to see the documents that relate specifically to itself.

You cannot upload any documents to this folder.

4. Disclosed items

This folder allows you to upload any information that you may wish to share with/disclose to your chosen investors as part of your warranty and disclosure process. Again, you have the option of creating sub-folders, to create a more enhanced file structure.

This folder can contain more sensitive information, such as anonymised employee and salary details, details of future plans and any other important information you decide will support your round.

For a more detailed explanation, please see our blog Demystifying the warranty and disclosure process.

5. Undisclosed items

You can upload any content to this folder that you want to share with all investors. Unlike the previous folder however, items in this folder are not considered 'disclosed' for the purpose of your warranty and disclosure process.

You also have the option of creating sub-folders, to create a more enhanced file structure.

6. Agreed form documents

Documents in the “agreed form” are a standard requirement in early stage investments and are generally required by your investors as a pre-condition to investing.

The agreed form documents relevant to your transaction are:

  1. your latest year-end accounts (the “Accounts”), if you have any;
  2. your “Business Plan”, if any; and
  3. your “Management Accounts”; again, if any.

These documents are defined in clause 1 of your Subscription and Shareholders Agreement. They are referred to throughout that document and it’s vital that everyone agrees which are the definitive versions. By putting the final versions into your “Agreed form documents” folder, this should eliminate the risk of any confusion.

Again, you have the option of creating sub-folders, to create a more enhanced file structure.

7. Fund documentation

This folders just stores the Fund Term Sheet. This special form of Term Sheet will only be made available to individuals invited to your company in the role 'fund'. You can safely ignore this folder if you haven't invited someone with this role.

Intelligent data Room Index Sheet

The Intelligent Data Room index sheet lists all of the documents inside your Intelligent Data Room in excel format, similar to an index inside a book or a site map. You can use this index to locate any information or files. It can be an incredibly useful management tool for you.

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