Pre-IPO Rounds
High-stakes financial decisions requiring trust, structured diligence, and coordinated stakeholders.
Inside this journey
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Customer Discovery
Align on IPO timing, target pre-IPO valuation, allocation priorities, key decision-makers (CFO, CEO, board, lead bank), and deal constraints that will influence investor appetite.
Discovery Questions
Start with Where You Are
- What's your current IPO target window?
- How confident are you in that timeline?
- What is your current internal target pre-IPO valuation or valuation range (select closest)?
- If you can, briefly explain which assumptions drove that valuation (comps, growth, margins, market size, etc.).
- Who on your team is driving the IPO timeline and allocation decisions?
- What outcome do you most want a large pre-IPO round to achieve for the company?
If We Were Honest About Valuation...
- Are you prepared to accept a pre-IPO valuation materially below public-market expectations to secure a credible crossover anchor?
- What is the minimum pre-IPO valuation (or valuation band) you would reluctantly accept to secure the right anchor investor?
- Which factors could justify moving down in valuation (e.g., committed aftermarket support, faster close, strategic partnership)?
- How would a lower pre-IPO price affect employee morale, option pools, and your board conversations?
- Would you consider milestone- or tranche-based pricing if it protects valuation while meeting capital needs?
- If milestone pricing is acceptable, what milestones would feel credible and measurable to you?
Who Actually Holds the Keys?
- What if the person you assume will approve allocation isn't the one with the final say—who could that actually be?
- Please list every decision-maker who must approve a crossover allocation and indicate their likely stance.
- Which stakeholder typically runs allocation conversations in practice (who convenes, prepares materials, negotiates)?
- How aligned are your key stakeholders on allocation priorities (signal, cash proceeds, governance, speed)?
- Who has veto power over material allocation or investor governance terms?
- Describe your internal approval timeline and required board materials for a material pre-IPO investment.
What’s Hidden in the Fine Print?
- Which investor protection would hurt you politically if we asked for it—but might actually be rational from an investor perspective?
- Which of the following protections are deal-breakers for you or require special handling?
- What lockup terms do you expect for an anchor compared with founders and employees?
- How sensitive are you to governance requests such as board representation, veto rights, or information covenants?
- Do any legacy agreements with existing investors restrict the terms we can offer new crossover investors (e.g., ROFR, anti-dilution clauses)?
- If yes or unsure, summarize the constraint(s) or where we should look to confirm.
How Much Visibility Do Investors Need to Believe the Story?
- Would your S-1 narrative change materially if a blue-chip crossover investor was not on the cap table?
- How would you want us described in your S-1 (anchor long-term holder, strategic partner, passive investor, other)?
- Which financial and non-financial metrics must be emphasized in the S-1 to convince public investors?
- What post-listing behaviors from a crossover investor would most strengthen your IPO signaling (e.g., hold-through lockup, active aftermarket buys, roadshow participation)?
- Would you consider a side letter documenting aftermarket support commitments, and if so, what level of specificity do you think is reasonable?
- How important is the perceived duration (stickiness) of crossover holdings to your target investors?
Show Me The Diligence Map
- If our public-market analysts reviewed your current diligence materials today, where would they raise the loudest red flags?
- Which of the following diligence items do you have fully prepared and audit-ready?
- Where are the biggest documentation or governance gaps that will require work before we can commit?
- How long would it realistically take your team to assemble a public-market–grade diligence package?
- Who will coordinate diligence on your side and what are their contact details (name, role, email)?
- Are there sensitive topics (revenue recognition, customer concentration, litigation, related-party transactions) we should pre-brief on before material discussions?
- If yes, please describe the area(s) you believe need pre-briefing (briefly).
What Would Make You Sleep Easier After IPO?
- If the first 90 days post-IPO went poorly, who would you expect the market or board to hold accountable—and what would you have wished you'd done differently?
- What are your top three post-IPO risks you want an anchor investor to help mitigate?
- How important is active liquidity management during price discovery to you (rank of urgency)?
- Would you accept contractual aftermarket commitments from an anchor (e.g., buy-side support windows, minimum purchase amounts), and to what degree?
- Do you want the anchor to participate in investor calls, roadshows, or introductions after listing?
- What metrics will you track in the first 6 months post-IPO to judge aftermarket health and anchor effectiveness?
Decide—What Would Make This Deal a No‑Brainer?
- What single change in terms, structure, or timing would convert a 'maybe' into an immediate 'yes' from your board or lead bank?
- Select your top two allocation priorities from the list below.
- What is the minimum anchor check size that would materially influence your bank and board recommendation?
- What deal terms would you consider absolutely non-negotiable (list as bullet points)?
- How quickly could you close a deal with an anchor if terms were agreed—what are the gating legal, board, or regulatory steps and their expected timing?
- Are you open to consortium or co-invest structures to achieve scale; if so, what constraints or preferences do you have?
Let's Set Clear Next Steps
- If we were to move forward today, what's the single biggest barrier we'd need to remove to get to a signed term sheet?
- Which documents or approvals must we secure before presenting a term sheet (select all that apply)?
- Who should be our primary point of contact going forward? Please provide name, role, and preferred contact info.
- What meeting cadence would you prefer during diligence and negotiating (weekly, bi-weekly, ad hoc)?
- Do you have a preferred confidentiality or engagement timeline we should honor (e.g., exclusivity windows, public disclosure timing)?
- Anything we haven't asked that would materially affect your willingness to engage with a crossover anchor? Please be candid.
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Solution Experience
Map how a crossover anchor investment changes IPO signaling, S‑1 narrative, post-listing support, and valuation scenarios using the company’s financials and timeline.
Experience Meetings
- Data & Current-State Alignment (Prework Sync)
- Valuation & Scenario Modeling Workshop
- S‑1 Narrative & IPO Signaling Workshop
- Aftermarket Support & Market‑Making Plan
- Executive Validation & Board Alignment
- Assign a trading desk lead and create a checklist of settlement and compliance steps.
- Finalize the scenario workbook and create a one‑page executive summary of valuation deltas.
- CFO to update cap table projections reflecting each scenario and circulate.
- Prepare a short memo translating model outputs into negotiation parameters for the lead bank.
- One‑Sentence Recap (State/Consequence/Future)
- Deliver 3 prioritized S‑1 messaging changes that are directly traceable to model outputs.
- Produce draft S‑1 text snippets and investor Q&A language for IR.
- Identify legal disclosure issues and secure commitments to resolve them before filing updates.
- Agree on approval flow and owners for final S‑1 edits.
- Prepare tracked edits of the S‑1 showing proposed anchor disclosures and supporting language.
- Legal counsel to review proposed disclosure language and return redlines.
- IR to draft investor Q&A and a one‑page narrative deck for the roadshow reflecting anchor presence.
- Recap Preferred Scenario & S‑1 Commitments
- Agree on specific, measurable aftermarket support commitments and triggers.
- Document operational steps (side letters, escrow, lockup mechanics) and assign owners.
- Produce a short response playbook for likely stress scenarios.
- Ensure lead bank and trading desk alignment on messaging and execution responsibilities.
- Draft a side‑letter template capturing hold‑through commitments and any trading mechanics for counsel review.
- Introductions & Meeting Objectives
- Prepare investor communication language announcing anchor commitments for use at pricing and in the roadshow.
- One‑Sentence State/Consequence/Future Recap
- Obtain executive and board approval on the target pre‑IPO valuation range and anchor allocation ask.
- Approve the proposed S‑1 disclosure changes and authorize counsel to draft required language.
- Authorize execution of market‑support side letters and operational runbook with named owners.
- Set a clear timeline and owners for presenting to the lead bank and prospective anchor investors.
- Produce a one‑page board memo summarizing decisions and circulating for signature.
- Counsel to draft the definitive side‑letter and disclosure language for board/legal review.
- Schedule a briefing with the lead bank to present the approved valuation ask and signaling plan.
- IR to finalize roadshow messaging and investor Q&A reflecting approved anchor commitments.
- Receive and document a clear one‑sentence current state from the company.
- Agree and quantify the primary consequences that an absent or weak anchor investor would cause.
- Define a one‑sentence future state and 2–3 measurable success metrics for the Solution Experience.
- Confirm all modeling inputs, timelines, and data owners required for valuation scenarios.
- Establish ownership and deadlines for prework deliverables prior to the modeling session.
- CFO to deliver the updated financial model (monthly/quarterly forecast) and headcount/capex plan.
- Provide current cap table with option pools, investor rights, and proposed pre‑IPO round size.
- Share latest S‑1 draft and any external valuation memos or banker indications.
- Schedule the Valuation & Scenario Modeling Workshop and grant model access to the crossover team.
- Recap Preconditions
- Produce 2–3 validated valuation scenarios showing the delta created by a crossover anchor.
- Identify and rank the top 3 financial drivers that change most with an anchor investor.
- Agree on a target pre‑IPO valuation range and allocation ask to present to the lead bank and board.
- Ensure the company and crossover team validate the model outputs as decision‑grade.
- Confirm Modeling Assumptions & Baseline
- Inventory Current S‑1 Narrative Gaps
- One‑Sentence Current State
- Anchors: Hold‑Through vs Flip Scenarios
- Executive Summary: Valuation Impact & Recommended Ask
- Define Market‑Support Tactics
- Consequence Quantification
- Define Core Signaling Themes
- Define Anchor Investor Profile & Parameters
- S‑1 Messaging & Disclosure Summary
- Draft Specific S‑1 Language & Disclosures
- One‑Sentence Future State & Success Metrics
- Aftermarket & Operational Commitments
- Operational & Legal Mechanics
- Run Comparative Valuation Scenarios
- Sensitivity & Stress Tests
- Risk Matrix & Mitigation Plan
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Solution Scope
Define investment size and timing, governance and investor rights, lockup and anti-dilution expectations, diligence deliverables, and public-market support commitments.
Scope Configuration
- Execute Primary Pre-IPO Equity Investment
- Negotiate Purchase Agreements and Anti-Dilution Terms
- Execute IPO Lockup Commitment
- Draft S-1 Narrative Language
- Deliver Valuation Anchor Pricing Proposal
- Anchor IPO Bookbuilding Allocations
- Introduce Institutional Investors for Roadshow
- Publish Research Initiation Note
- Provide Post-IPO Liquidity Support
- Execute Secondary Share Purchases
- Establish Escrow and Settlement Structures
- Coordinate Pricing with Lead Investment Bank
- Provide Investor Relations Support During Lockup
Scope Questions
Execute Primary Pre-IPO Equity Investment
- Are you seeking a primary equity investment in this round?
- What is the target primary investment size from our firm?
- What is the expected timing for funding the primary check (months to IPO filing)?
- Which use(s) of proceeds should the primary capital cover? (select all that apply)
- Do you require the investment to be structured with preferred terms or straight common?
- Are there existing investor consents or board approvals required for a primary investment?
- Please describe any timeline constraints (regulatory, financial close windows, blackout periods) that would affect executing a primary investment.
Negotiate Purchase Agreements and Anti-Dilution Terms
- Which anti-dilution mechanisms are acceptable or expected (select all that apply)?
- Do you have standard purchase agreement templates or clauses we must adhere to?
- Are there existing convertible instruments (notes, SAFEs) that require conversion or special treatment in the purchase agreement?
- Which investor rights are required or desired (board observer, information rights, pro rata, tag/drag rights)?
- What protective covenants or closing conditions are non-negotiable for the company or our firm?
- Do you expect side letters or bespoke terms for specific investors (e.g., MFN, preferential allocation)?
- Describe the desired timeline for completing legal documentation and sign-off.
Execute IPO Lockup Commitment
- What length of IPO lockup do you expect the investor to commit to (months)?
- Should the commitment be a full lockup or a hold-through agreement with exceptions for underwriting stabilization?
- Will the lockup need to cover affiliated entities and purchased secondary shares?
- Are there carve-outs expected for certain secondary sales or distributions after IPO?
- Who will sign the lockup from the company side (company, selling shareholders, both)?
- Do you require escrow or financial guarantees to enforce the lockup commitments?
- Please specify any regulatory or contractual restrictions that could limit lockup enforcement.
Draft S-1 Narrative Language
- Which narratives should emphasize the anchor investment (select all that apply)?
- Do you want explicit disclosure of our firm's ongoing aftermarket support in the S-1?
- Are there specific financial metrics or scenarios you want highlighted (e.g., ARR run-rate, gross margin targets)?
- Who will own S-1 drafting and coordination with counsel and the lead bank?
- Do you require pre-approved boilerplate language for investor support, lockup, and allocation commitments?
- Please list any disclosure risks or sensitivities the S-1 should avoid or address explicitly.
- What is the target S-1 filing date and desired timeline for finalizing narrative language?
Deliver Valuation Anchor Pricing Proposal
- What pre-IPO valuation range is management and the board targeting?
- Should our pricing proposal be presented as a single anchor price, a range, or scenario-based outcomes?
- What valuation methodologies should we prioritize in the proposal (select all that apply)?
- Do you require modeling of post-IPO dilution and implied public-market pricing alongside the anchor price?
- Are there pricing constraints from other investors or existing financing instruments?
- What level of confidentiality is required for the pricing proposal distribution?
- Please provide the target timeline for delivering the valuation anchor (days/weeks).
Anchor IPO Bookbuilding Allocations
- What percentage of the IPO book are you expecting our firm to anchor?
- Should anchor allocations be accompanied by a public commitment to hold-through the IPO?
- Do you expect priority allocation for roadshow-introduced institutional investors?
- Which investor types should be prioritized in bookbuilding (select all that apply)?
- Are there pre-defined allocation caps per investor or per investor type?
- Who will coordinate allocations between the lead bank and anchor(s)?
- Please describe any past allocation preferences or conflicts that should inform the bookbuilding plan.
Introduce Institutional Investors for Roadshow
- Do you want introductions targeted by geography or investor style?
- Which geographies should be prioritized for roadshow introductions?
- What investor meeting formats are preferred (one-on-one, group, virtual)?
- Do you require NDA or confidentiality agreements before investor introductions?
- Are there investor categories to exclude from introductions (competitors, activists)?
- Please list any high-priority institutional targets or existing relationships we should leverage.
- What is the expected timeline for investor outreach and scheduling?
Publish Research Initiation Note
- Do you want a formal initiation research note published prior to IPO or immediately after listing?
- What research tone and focus do you prefer (buy-side long-term, balanced, cautious)?
- Which distribution channels should be used for the note (select all that apply)?
- Do you require coordination with the company’s communications and legal teams for compliance review?
- Who will provide company financials and management access for research preparation?
- What analyst coverage depth is expected (single initiation, full sector comparables, model build)?
- Please specify any blackout periods or restrictions that affect publishing timing.
Provide Post-IPO Liquidity Support
- What forms of post-IPO liquidity support are you expecting (select all that apply)?
- For how long after the IPO should liquidity support be provided?
- Are there dollar limits or pacing constraints on support transactions?
- Should liquidity support activities be coordinated with the lead bank's stabilization desk?
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Mutual Commit
Negotiate and document final commercial and legal terms, closing conditions, side letters, and the communication and allocation plan with the lead bank and board.
Agreement Modules
- Final Binding Term Sheet
- Subscription Agreement
- Side Letter(s)
- Investors' Rights & Governance Agreement
- Lockup & Hold-through Agreement
- Closing Conditions & Deliverables Checklist
- Allocation & Communication Plan (Lead Bank & Board)
- Statement of Work (SOW): S‑1 Narrative & Advisory
- Escrow, Funding & Settlement Instructions
- Regulatory Filings & Legal Opinions
- KYC / AML & Investor Onboarding
- Disclosure Schedules & Escrow Agreements
- Execution & E-Signature Log
- Post-Close Obligations & Escalation Plan
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Deployment
Coordinate execution with counsel, finance, and the lead bank: funding mechanics, S‑1 updates, investor onboarding, and lockup/hold-through logistics with owners and milestones.
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Success
Confirm post-close obligations, monitor lockup period and aftermarket support, and capture learnings, open issues, and follow-ups for continuous alignment.
Success Reviews
- Post-Close Obligations Confirmation
- Lockup & Aftermarket Monitoring Kickoff
- Investor Onboarding & Allocation Execution Review
- Lessons Learned & Continuous Alignment Workshop
- Monthly Success Metrics & Follow-up Check-in (Recurring)
Issues & Enhancements
- Publish the lessons-learned report with prioritized backlog and distribute to stakeholders.
- Provision data feeds and build the lockup/aftermarket dashboard with agreed KPIs.
- Document and circulate the escalation playbook and contact list for rapid response.
- Schedule daily monitoring calls for the first two weeks post-listing and weekly thereafter.
- Run a full simulation of the highest-risk scenario and log lessons for the playbook.
- Opening & Recap of Allocation Principles
- All anchor investors are legally and operationally onboarded or have a clear remediation plan.
- Final allocations and any holdbacks for aftermarket support are documented and agreed with the lead bank.
- Public messaging, S-1 implications, and quiet-period rules are aligned between company, bank, and anchor investors.
- Ownership of ongoing investor relationships and escalation points are assigned.
- Collect outstanding onboarding documents and confirm expected delivery dates for each investor.
- Obtain written confirmation of allocation letters and archive them with the obligations register.
- Submit agreed S-1 amendment language to counsel for incorporation, if required.
- Publish the communications calendar to stakeholders and set notification triggers for quiet-period milestones.
- Objectives, Scope & Ground Rules
- Capture a prioritized list of concrete improvements that address highest-impact post-close issues.
- Assign owners and realistic timelines for each prioritized improvement item.
- Update the playbook and obligations workflows to reflect validated process changes.
- Establish a follow-up cadence to verify implementation and measure impact.
- Welcome & Objectives
- Assign owners and create calendar milestones for each backlog item in the project tracker.
- Update the standard onboarding and monitoring playbooks with agreed changes.
- Schedule a 30/60/90-day implementation review to measure adoption and impact.
- Opening & Agenda Review
- Ensure timely closure or progression of all open action items.
- Maintain visibility into aftermarket health and react to metric deviations rapidly.
- Surface and mitigate near-term risks related to lockup expirations and investor behavior.
- Make timely decisions where cross-functional alignment is required.
- Update the metrics dashboard and circulate before the next meeting.
- Owners to provide written status updates on any blocked actions 48 hours before the next cadence call.
- Prepare decision brief(s) for any items flagged as requiring approval during the meeting.
- Adjust monitoring thresholds or cadence if recurring issues are identified.
- All post-close obligations are explicitly listed and understood by all parties.
- Every obligation has a named owner, deputy, and an agreed delivery date.
- Escalation and compliance controls are defined for breaches or missed milestones.
- A short-term action plan and follow-up cadence are agreed and scheduled.
- Finalize and circulate the obligations register (master spreadsheet) with owners and due dates.
- Upload signed documents and side letters to the secure deal folder and link to the obligations register.
- Set up calendar reminders and dashboard entries for each milestone and reporting date.
- Confirm compliance owner will run weekly checks and alert escalation contacts if thresholds move.
- Purpose & Success Criteria
- Agree on a measurable monitoring framework and the KPIs that will indicate healthy aftermarket trading.
- Confirm data sources, dashboard owners, and reporting cadence for the lockup period.
- Establish clear escalation triggers and a concrete playbook for aftermarket interventions.
- Validate contingency responses through quick scenario runs.
- Close Recap
- Onboarding Status for Anchor Investors
- Lockup Schedule & Exceptions Review
- Status of Open Action Items
- Data Review: Outcomes vs Expectations
- Lockup & Aftermarket Metrics Review
- Allocation Confirmations with Lead Bank
- Obligations Register Review
- Aftermarket Support Commitments
- What Worked / What Didn’t – Structured Feedback
- S-1/Regulatory Disclosure & Messaging
- Investor Feedback & Market Sentiment
- Owner & RACI Assignment
- Root-Cause Analysis on Top Issues
- Monitoring Framework & KPIs