| Section |
Contents |
| Cover & Notices |
Issuer name, security type, offering size, date, jurisdictional legends, no public offer statement, forward-looking statements warning. |
| Executive Summary |
Investment thesis, key metrics, sources and uses, timeline, highlights and constraints. No hype, just facts. |
| Offering Terms |
Security type, price, minimum ticket, target raise, oversubscription rights, investor rights, dividends or coupons, voting, transfer restrictions, pre-emption, tag/drag, liquidation waterfall. |
| Use of Proceeds |
Line-item allocations with ranges and contingencies. State cash runway and what triggers re-forecasting. |
| Business & Market |
Business model, revenue drivers, pipeline, competitors, regulation, supply chain, key contracts. Cite sources and attach exhibits. |
| Management & Governance |
Team bios, board composition, committees, related-party disclosures, independence statements, compensation and carry structure. |
| Risk Factors |
Specific, ranked, and linked to mitigants where they exist. Market, operational, legal, counterparty, liquidity, key-person, execution, FX, sanctions, ESG and reputational. |
| Financial Information |
Historical financials, MD&A, pro formas, model assumptions, valuation approach, sensitivities. Identify audit or review level. |
| Legal Structure & Tax |
SPV structure charts, jurisdiction, governing law, investor tax considerations at a high level, FATCA/CRS points, transfer restrictions. |
| Subscription Instructions |
Eligibility criteria, KYC and AML requirements, how to complete the subscription agreement, timelines, escrow details if used, closing mechanics. |