Where this raise fits into your plan

• Tell me the primary objective of this pre-IPO raise in one sentence
• In concrete terms, how much new capital do you plan to raise in this tranche Options: Less than $50M, $50M to $200M, $200M to $500M, $500M to $1B, Over $1B
• How many months of runway will this round add at your current burn rate Options: Less than 6 months, 6 to 12 months, 12 to 18 months, 18 to 24 months, More than 24 months
• Who on your executive team will own coordination of the raise and investor diligence Options: CFO, CEO, Head of Finance, General Counsel, Board sponsor, Other
• Walk me through the single most important internal metric your board will use to judge whether to accept a pre-IPO investor

Funding needs and timing, the hard numbers

• If your IPO slips past your target window, how would that change the size, structure, or urgency of this raise
• Which IPO timing window are you currently targeting for filing the S-1 Options: 6 to 9 months, 9 to 12 months, 12 to 18 months, 18 to 24 months, Undecided
• Estimate the ideal close date for this pre-IPO round and the latest acceptable close date for you to stay on schedule
• Which uses of proceeds will be prioritized from this capital raise Options: Balance sheet strengthening, R&D and product, Sales and GTM scaling, M&A or tuck-ins, Debt repayment, Other
• If you could only secure one change from today—more capital, stronger investor signal, or looser terms—which would you choose and why Options: More capital, Stronger investor signal, Looser terms, Other
• Which internal calendar constraints could force you to pause or accelerate the process Options: Board meeting dates, Audit or financial close, Existing financing covenants, Regulatory filing deadlines, None of the above, Other

How you want to show up to public investors

• If you could only secure one investor profile before filing that would change public demand, which profile would it be and why
• Which investor signals matter most to your bankers and board when shaping the S-1 narrative Options: Anchor public-market buyers, Top-tier crossover funds, Strategic corporate investors, Sovereign or pension investors, High-quality retail demand partners, Other
• How closely do you want a pre-IPO investor to participate in S-1 messaging and aftermarket support Options: Hands-on with messaging, Advisory only, Passive long-term holder, Not involved in messaging
• Which aspect of your business story do you think will need the strongest external validation from investors during pricing Options: Revenue durability, Gross margin trajectory, Total addressable market, Customer retention and NRR, Unit economics, Other
• Walk me through a recent investor conversation that shifted your view on public-market positioning, and what changed

Terms, control, and allocation mechanics

• Which contractual term would you refuse to sign even if the price were attractive
• Which of the following economic terms are you prepared to discuss in this round Options: Price per share or valuation range, Pro rata or anti-dilution mechanics, Liquidation preferences, Board observer or board seat, Lockup length and exceptions, Other
• How would you describe your target valuation range for this round and the minimum you would accept Options: Target above public comps, Target roughly inline with public comps, Target below public comps, Range provided in numeric terms
• Which allocation mechanics matter most to you when assigning checks across investors Options: Anchor allocation first, Pro rata by existing ownership, Syndicate-managed allocation, Allocation tied to long-term commitment, Other
• If an investor requested anti-dilution protection that extends through the IPO, what would stop you from agreeing

What could stop this deal, early and late

• What single legal, regulatory, or stakeholder issue would make you halt the raise immediately
• Which of these closing risks are present today on your side Options: Outstanding material litigation, Unresolved auditor notes, Cap table disputes among holders, Pending regulatory review, Shareholder approval required, None of the above
• When it comes to governance approvals, how close are you to the necessary board and shareholder consents Options: Already approved, Board approved, shareholder pending, Board planned, approvals not scheduled, Significant hurdles remain
• If one of the listed risks were to surface in diligence tomorrow, which would force a pause rather than a renegotiation

The other options you are weighing

• Which alternatives to bringing an outside pre-IPO investor are you actively considering right now Options: Keep current investors only, Debt or convertible facilities, Larger primary IPO instead of private raise, Secondary sale to existing holders, Strategic corporate partner, Other
• If you chose to stay with your current approach, what facts would have to be true for that to remain the best path
• Has anyone internally proposed solving the signal problem without outside investors, and what was the proposed route Options: Yes, increase organic PR and partnerships, Yes, larger cash buffer via cost cuts, Yes, pursue smaller anchor deals later, No internal proposal, Other
• Which incumbent relationships or prior commitments would influence your allocation to a new investor Options: Existing lead investors, Anchor banking syndicate, Large strategic shareholders, Existing crossover partners, None, Other
• Which competitor investor types have you already spoken with and how far have those conversations progressed Options: Early interest only, Term sheet discussed, Soft commit in place, No conversations yet, Other

Practical readiness: systems, documents, approvals

• If we asked for audited financial statements, a clean cap table, and signed legal counsel engagement within 30 days, could your team deliver Options: Yes, fully ready, Mostly ready with minor gaps, Not ready within 30 days, Unsure
• Which of these documents are already prepared and investor-ready Options: Latest audited financials, Management forecast model, Draft S-1 narrative, Cap table with transfer history, Legal due diligence pack, None of the above
• Who owns document and data access for diligence, and will that person be available on short notice Options: CFO or VP Finance, Head of IR, General Counsel, Outsourced advisor, No single owner identified
• Are there technical or third-party gating items that could delay a close, such as escrow setup, escrow bank requirements, or transfer restrictions Options: Escrow bank or account setup, Share transfer restrictions, Outstanding consents from partners, Registrar or transfer agent issues, No gating items
• Which regulatory or compliance steps could materially extend your timeline if they surface Options: Antitrust review, Industry-specific regulator signoff, Cross-border capital controls, Material contract consents, None expected

Decision rhythm and what accelerates a yes

• If a credible investor delivered a firm commitment on acceptable terms today, what internal hurdle would still prevent you from signing within a week
• Who are the decisive approvers for final economic terms and signatures, and how long does each typically take to sign off Options: CFO (days), CEO (days), Board chair (weeks), Full board (weeks), Lead investor counsel (days), Other
• Which acceptance criteria would you require from an investor to move to a definitive agreement Options: Firm check size and timing, Standard investor legal docs, No unusual governance requests, Public-market support plan, Board or observer agreement
• How soon should we schedule a follow-up if we can meet your priority constraints Options: Immediately, within 48 hours, This week, Next week, In two to four weeks, Unsure
• If the next investor conversation proves the valuation and commitment you expect, what single step would make you ready to close quickly

• Investor Value & Positioning, Solution Experience

• Confirm the current state and its cost
• You confirm the demonstrated S-1 messaging resolves the valuation and stickiness concerns surfaced in Discovery.
• Draft candidate S-1 narrative paragraphs linking investor signals to revenue durability, margin trajectory, and analyst framing.
• You agree that the proposed lockup and aftermarket support mechanics materially reduce expected pricing haircut or allocation friction.
• Map investor signals into S-1 language
• Provide your target IPO valuation range, board allocation floor, and any specific banker allocation concerns for modeling.
• You identify the remaining evidence required to finalize investor allocation and S-1 language ahead of syndication conversations.
• Prove aftermarket support mechanics
• Assemble a short list of investor commitment options (lockup length, aftermarket purchases, governance clarifications) for final presentation to the banker and board.
• Validate allocation and governance scope
• Run the candidate investor signal paragraphs through your draft analyst model and return markups for final alignment.
• Confirm this maps to what you described needing

• Investor Value & Positioning, Solution Experience
• Investor Value & Positioning Deck
• Investor Value & Positioning Brief

• meeting
• slides
• document

• Execute Primary Pre-IPO Equity Investment
• Hold Position Through Lockup Expiration
• Introduce Anchor Institutional Investors for IPO Book
• Draft S-1 Narrative and Disclosure Messaging
• Deliver Public-Market Comparable Valuation Model
• Model Cap Table and Dilution Scenarios
• Coordinate Syndicate Allocation with Lead Bank
• Initiate Post-IPO Research Coverage
• Provide Secondary-Market Liquidity Support
• Support Overallotment / Green-Shoe Execution
• Run Management Roadshow Briefings
• Prepare Investor Presentation and Messaging Package

Execute Primary Pre-IPO Equity Investment

• What target check size (USD) are you seeking for the primary investment? Options: $200M - $500M, $500M - $1B, Over $1B, Other (specify)
• Which uses of proceeds should be documented in the subscription agreement? Options: Balance sheet strengthening, R&D / go-to-market growth, Debt paydown, Mergers & acquisitions, Working capital / general corporate
• Do you require the term sheet to reference a pre-money or post-money valuation convention? Options: Pre-money, Post-money, Specify both and define conversion
• Confirm what documentation will constitute evidence of an executed investment (e.g., fully executed subscription agreement, wired funds, updated cap table) Options: Fully executed subscription agreement, Cleared wire confirmation, Versioned cap table matching legal schedule, All of the above / other (specify)

Hold Position Through Lockup Expiration

• How long a lockup period (in days) are you prepared to commit to in the lockup agreement? Options: 90 days, 180 days, 270 days, Custom (specify)
• Are you willing to permit limited lockup exceptions such as pre-agreed trading plans or hardship waivers? Options: No exceptions, Limited exceptions with pre-approval, Pre-agreed Rule 10b5-1 style trading plan allowed
• List the forms of evidence you will provide to demonstrate lockup compliance post-IPO (e.g., broker confirmations, custodial attestations). Options: Broker confirmations, Custodian attestations, Third-party audit attestation, Self-certification with audit trail
• Specify any regulatory or ERISA constraints that affect your ability to hold through the lockup (describe rule, fund window, or investor mandate).

Introduce Anchor Institutional Investors for IPO Book

• Identify the target number of anchor institutional introductions you expect to source for the IPO book. Options: 0-3, 4-10, 11-25, 25+
• Select the investor types you want targeted as anchors (e.g., long-only mutual funds, global asset managers, public hedge funds). Options: Long-only mutual funds, Global institutional asset managers, Public hedge funds / event-driven, Index/ETF managers, Other
• When do you expect anchor introductions to be delivered relative to the IPO timeline (e.g., prior to S-1 filing, during SEC review, at bookbuild)? Options: Prior to S-1 filing, During SEC review, At pricing / bookbuild, Across multiple stages
• Choose the minimum anchor allocation size (USD) you expect each introduced institutional investor to commit. Options: Under $10M, $10M - $50M, $50M - $100M, Over $100M, TBD / case by case

Draft S-1 Narrative and Disclosure Messaging

• Attach which S-1 sections you want support drafting or redlining (for example: Risk Factors, Management's Discussion and Analysis, Business Description, Use of Proceeds). Options: Risk Factors, Management's Discussion and Analysis (MD&A), Business Description, Use of Proceeds, Selected Financial Information
• Explain the public-market positioning themes the S-1 should emphasize (for example: revenue durability, margin expansion, path to profitability, platform economics). Options: Revenue durability, Margin trajectory / operating leverage, Path to profitability, Platform / network effects, TAM expansion narrative
• Include the supporting artifacts you will provide for S-1 drafting (e.g., audited financials, draft financial model, customer concentration schedule). Options: Audited financial statements, Draft financial model / projections, Customer concentration schedule, Legal disclosures / prior filing history
• Estimate how many iterative S-1 drafts you expect before filing with the regulator. Options: 1-2, 3-4, 5 or more

Deliver Public-Market Comparable Valuation Model

• Indicate the comparable universe you want used for benchmarking (for example: business-model peers, recent IPO precedents, sector index comps). Options: Business-model peers, Recent IPO precedents (last 18 months), Sector index comps, Custom peer list provided by you
• Which valuation multiples should be included in the model for public-market benchmarking (for example: EV / Revenue, Price / Sales next-12-months, EV / EBITDA)? Options: EV / Revenue, Price / Sales (P/S), EV / EBITDA, Forward P/E, Other (specify)
• Do you require sensitivity tables for market volatility and IPO pricing stress tests (for example +/- 10% pricing scenarios, multiple compression scenarios)? Options: Yes, No
• Confirm the delivery format that will validate completion of the valuation model (choose one: Excel workbook with live formulas, PDF report with executive memo, or interactive dashboard). Options: Excel workbook with live formulas and assumptions tab, PDF report and executive memo, Interactive dashboard export

Model Cap Table and Dilution Scenarios

• Attach your current cap table file and state the effective date (for example: cap table spreadsheet as of MM/DD/YYYY).
• Identify which dilution scenarios you want modeled (for example: pre-money vs post-money math, option pool expansion, convertible note / SAFE conversion). Options: Pre-money round modeling, Post-money modeling, Option pool expansion / refresh, Convertible note / SAFE conversion scenarios
• Specify which anti-dilution mechanics to stress-test (for example: weighted-average, full ratchet, pay-to-play provisions). Options: Weighted-average anti-dilution, Full ratchet, Pay-to-play, No anti-dilution
• What acceptance criterion will validate the cap table model (for example: reconciled shares to legal cap schedule, versioned workbook with audit trail, stakeholder sign-off)? Options: Reconciliation to legal cap schedule, Versioned model with audit trail, Stakeholder sign-off (CFO / legal)

Coordinate Syndicate Allocation with Lead Bank

• Will allocations be governed by fixed anchor allotments or a bookbuild process that allocates dynamically at pricing? Options: Fixed anchor allotments, Bookbuild with discretionary allocation, Hybrid: anchors + bookbuild
• List the lead-bank deliverables that must be synchronized with you (for example: allocation spreadsheet, investor priority list, underwriting commitments). Options: Allocation spreadsheet, Investor priority list / ranking, Underwriting commitment letters, Allocation memo for legal
• Indicate the approval flow required for final allocations (for example: CFO sign-off, board allocation committee, joint sign-off with bank). Options: CFO approval, Board allocation committee, Joint sign-off with bank, Other (specify)
• Outline the secure data exchange format you prefer for allocation files with the lead bank (for example: secured XLSX, secure portal, encrypted PDF). Options: Secured XLSX upload, Secure portal upload, Encrypted PDF transmission

Initiate Post-IPO Research Coverage

• When do you expect research coverage to be initiated relative to listing (for example: initiation at pricing, within 30 days, within 90 days)? Options: Initiation at pricing, Within 30 days post-listing, Within 90 days post-listing, No fixed expectation
• Select preferred analyst types to pursue for coverage (for example: sector analyst, quant strategist, macro analyst). Options: Sector analyst, Quantitative strategist, Macro / thematic analyst, Sell-side generalist
• Explain which materials you will provide to support research coverage (for example: S-1, financial model, management call transcript). Options: S-1 draft, Financial model / projections, Management call transcript / Q&A, Non-GAAP reconciliation schedules
• Name any minimum coverage commitment period you require from research providers (for example: 6 months, 12 months). Options: No minimum period required, 6 months, 12 months, Other (specify)

Provide Secondary-Market Liquidity Support

• Supply the secondary liquidity mechanisms you will offer post-listing (for example: negotiated block trades, staged sell-down programs, market-making support). Options: Negotiated block trades, Staged sell-down program, Market-making / stabilization support, No secondary sales until after lockup
• Estimate maximum periodic sell-down limits you want enforced to avoid disorderly trading (for example: percent of public float per day). Options: No more than 0.25% of public float per day, No more than 0.5% of public float per day, No more than 1% of public float per day, Custom schedule (specify)
• Choose preferred execution venues for secondary trades (for example: broker crosses, alternative trading systems, dark pools). Options: Broker crosses, Alternative Trading Systems (ATS), Dark pool venues, Direct negotiated block trades
• Name the notification timing you will provide to the company and lead banker before executing a secondary sale. Options: 24 hours prior notice, 48 hours prior notice, Same-day notification, No notification required

Support Overallotment / Green-Shoe Execution

• Will you participate in overallotment / green-shoe stabilization at pricing (select maximum % you would exercise)? Options: Yes, up to 15%, Yes, up to 10%, No
• State the documentation you will require to support a green-shoe exercise (for example: exercise notice, escrow arrangements, broker confirmations). Options: Exercise notice, Escrow arrangements, Broker confirmations, Other (specify)
• Give your preferred funding timeline for exercising an overallotment after pricing (for example: T+1, T+2). Options: T+1, T+2, Custom funding timeline (specify)
• Include any capital, regulatory, or internal constraints that would limit your ability to exercise the green-shoe.

Run Management Roadshow Briefings

• Would you like mock roadshow rehearsals and investor Q&A rehearsals for management? Options: Yes, mock roadshow + Q&A, Yes, Q&A rehearsals only, No rehearsals required
• Do you want rehearsals to cover specific investor audiences such as buy-side long-only, sell-side analysts, and global institutional investors? Options: Buy-side long-only, Sell-side analysts, Global institutional investors, Retail-facing presentations
• How many rehearsals do you anticipate needing before the roadshow (for example: 1, 2-3, 4+)? Options: 1 rehearsal, 2-3 rehearsals, 4+ rehearsals
• Supply any technology or secure access requirements for rehearsals (for example: secure video conference, restricted deck distribution, data room access). Options: Secure video conference, Restricted slide control / watermarking, Secure data room access, Other (specify)

Prepare Investor Presentation and Messaging Package

• Are you requiring multiple presentation formats for investor audiences (for example: slide deck, one-page investment thesis, data appendix)? Options: Slide deck + one-page thesis + data appendix, Slide deck only, One-page thesis and appendix only
• Describe the key metrics you want highlighted on the cover slide (for example: ARR, gross margin, revenue growth rate, net retention). Options: ARR, Gross margin, Revenue growth rate, Net revenue retention (NRR), Other (specify)
• Provide the number of localization variants required for investor materials (for example: EMEA, APAC, North America). Options: None, 1-2 regions, 3+ regions
• State any company-specific claims or KPIs that must be substantiated with backing data in the messaging package.

• Final Term Sheet
• Subscription Agreement
• Investor Rights Agreement
• Registration Rights Agreement
• Side Letter Agreement
• Lockup Undertaking
• Disclosure Schedules
• Legal Opinion (Company Counsel)
• Closing Conditions & Deliverables Checklist
• Escrow Agreement (if applicable)
• Accredited/Qualified Purchaser Questionnaire & Tax Forms
• KYC / AML Consent & Data Processing Addendum
• Company Corporate Resolutions & Officer Certificates
• Market Support Undertaking

• Post-closing Health Check (Week 1-2)
• First Measurement: Early Aftermarket & Lockup Review (Week 4-8)
• 90-Day Aftermarket Acceptance and Lockup Review
• Quarterly Post-Closing Review: Ongoing Lockup and Market Coordination

• Provide an updated S-1 positioning support log showing contributions, outstanding items, and next steps.
• Provide a reconciled trade and VWAP report showing the calculated price gap to the private valuation.
• Deliver a lockup ledger showing holdings subject to lockup and any registered transfers or exception requests.
• Publish the updated aftermarket support playbook with agreed trigger conditions and intervention protocols.
• Restate acceptance criteria for post-close obligations
• Produce a documented acceptance decision for the 90-day post-close obligations with outcomes recorded for each criterion.
• If any criteria are unmet, agree a remediation plan with clear tasks and deadline for closure.
• Establish the verification method and next checkpoint for any remediation items.
• Publish the 90-day acceptance decision and meeting minutes including pass/fail status per criterion.
• Issue the remediation task list with target completion dates and the agreed verification criteria.
• Provide supporting evidence packages for metric calculations used in the acceptance decision.
• Quarterly metrics review
• Confirm whether quarterly lockup adherence and aftermarket interventions met expectations or require adjustments.
• Identify and document any ongoing risks and the mitigation actions to address them during the next quarter.
• Agree the set of metrics and evidence that will be reviewed at the next quarterly checkpoint.
• Deliver the quarterly lockup retention report and a summary of aftermarket support events and measured outcomes.
• Publish the operational calendar for upcoming lockup expirations and planned market support windows.
• Re-confirm post-closing commitments and owners
• All settlement artifacts and the cap table are reconciled and any discrepancies are documented with remediation tasks and dates.
• Lockup mechanics are confirmed as implemented and aftermarket support channels are live.
• Open issues are captured with clear remediation tasks and target completion dates.
• Publish the reconciled cap table and wire settlement log for the transaction.
• Deliver final executed legal document package and confirmation of versions filed with the transfer agent.
• Issue the lockup notices to the transfer agent and publish the lockup exception workflow document.
• Circulate the aftermarket support contact list and the initial market support schedule.
• Present first-period trading results
• Determine whether post-IPO price versus private valuation and lockup retention are on acceptable trajectories or require remediation.
• Document the corrective action plan for any metric gaps with specific tasks and completion dates.
• Confirm the plan for any additional aftermarket support events and how success will be measured.
• Open issues and long-lead risks
• Lockup retention and transfer activity summary
• Settlement and cap table validation
• Present 90-day outcome data against each criterion
• S-1 positioning and public narrative support log
• Legal document and transfer artifacts check
• Document pass or fail per acceptance criterion
• Aftermarket support events and outcomes
• Upcoming lockup expirations and operational calendar
• Lockup mechanics and notice issuance
• Formal acceptance decision and next steps
• Root-cause analysis for gaps
• Agree remediation plan for any unmet items
• Agree next quarter actions and metrics to track
• Aftermarket support activation
• Agree corrective actions and timing
• Open issues, blockers, and immediate remediation actions