Before you close a funding round, check that every closing condition is met, the cap table matches the signed documents, every side letter is accounted for, the board has approved the round as it now stands, and you know what you have promised investors after the money arrives. Paste the closing checklist and those documents, with your wire and communication plans, into one request. Instruct Pingpong to compare the documents against each other and against the plan, list every mismatch and open item, and review your written answers. Deal counsel owns the legal documents and confirms when the round can close.
This page is for founders, chief executives, chief financial officers, and directors in the last weeks before a round closes. For the negotiation that came before, see prepare the board's questions before you sign the term sheet. Executive starting points live under Pingpong for executives.
Two weeks out
Every closing condition has an owner and a date. The cap table in the closing set matches the board-approved option pool, recent exercises, and any convertible notes that convert in the round. Every side letter, new and old, is listed in one place, including any most-favored-nation clause that could pass a new right to an earlier investor.
The day before
The board resolution covers the final round size and investor list. If the round grew, the resolution has to say so. Wire instructions have been confirmed by phone, using a number you already know.
Close day
Counsel confirms that conditions are met and signatures are complete. Finance confirms that funds have arrived in the expected amounts before anyone announces anything.
The first month after
Employees hear from the chief executive before they read about it. Existing investors who did not join the round hear directly. The finance team has a plan for every reporting commitment the round created.
A worked example
This example is illustrative and does not describe a customer. A 110-person warehouse robotics company is closing a $25 million round with a new lead, two other new investors, and existing investors taking their pro rata share.
The chief financial officer pastes the closing set, all side letters from this round and the last, the board resolution, the investor list, the communication plan, and the investor rights agreement.
A useful pass finds that the cap table shows an option pool at 14%, while the board approved an increase to 15%, and an employee's early exercise from last month is missing. The board resolution authorizes a round of up to $22 million, but a late extension took it to $25 million. One closing condition requires signed invention assignment agreements from every current engineer, and two contractors who write code have not signed.
Among the side letters, one new investor receives a board observer seat. An existing investor's side letter from the last round includes a most-favored-nation clause, which may entitle it to the same right. The pass flags that question for counsel. The company changed banks last month, and the wire instructions went to investors by email with no confirmation step.
On communication, one new investor plans to announce the deal two days after close, while the all-hands is scheduled for the following week. Existing investors who were not offered the extension have not been told about it. The investor rights agreement requires monthly financials within 30 days of month end, and the company's books currently close in about 45.
Counsel corrects the cap table and drafts an updated board resolution for the $25 million round. The two contractors sign before close. Counsel reviews the observer seat against the earlier clause and advises on how to handle it. Investors confirm wire instructions by phone with the finance lead. The all-hands moves ahead of the announcement, and the chief executive calls the existing investors about the extension. The finance team commits to a 30-day close starting next quarter and asks the lead to accept a 45-day report until then, in writing.
A request you can copy
Below are our closing checklist, the final cap table, every side letter from this round and the last, our board resolution, the investor list with amounts, our wire plan, our communication plan, and our investor rights agreement. Compare these documents against each other. List every mismatch, every open closing condition with its owner, any right that could pass to an earlier investor, any gap between the resolution and the final round, and every post-close reporting commitment we may not be able to meet. Do not give legal advice. Mark each legal question for our deal counsel.
If you are still deciding whether to raise, start with decide whether the company is ready to fundraise.
How Pingpong runs the review
The web review app sends your request through several models in order. Each later model receives the original request and every earlier answer, with instructions to assess the work so far. For the steps inside the app, see running your first review.
What a model can't review
A model is not your lawyer and cannot confirm that documents are complete or valid. Deal counsel owns the documents and the closing, and the board owns the approval.
When the final round goes to the board, see war-game a decision before the board meeting. More guides live under work decisions before you commit.