@rubytech/create-maxy-code 0.1.402 → 0.1.405

package/payload/premium-plugins/venture-studio/skills/investor-data-room/references/termsheet-template.md

@@ -1,6 +1,6 @@
 # Term sheet template
 
-A4-portrait, 6-to-8-page formal term sheet, same render pipeline as the business plan (Playwright + img2pdf + qpdf). Lives at `html/prospectus/term_sheet.html`. The reference project produces a 7-page artefact: cover + 5 content pages + signatures.
+A4-portrait, 6-to-8-page formal term sheet, same render pipeline as the business plan (Playwright + img2pdf + qpdf). Lives at `html/prospectus/term_sheet.html`. A typical build is a 7-page artefact: cover + 5 content pages + signatures.
 
 ## Page-by-page structure
 
@@ -8,7 +8,7 @@ A4-portrait, 6-to-8-page formal term sheet, same render pipeline as the business
 |---|---|---|
 | 1 | Cover + preamble | Issuer (full Companies-House-filed legal name), document title, "Non-binding — confidentiality and exclusivity bind", preamble (round purpose, recipient self-cert reminder), introductory parties table (Issuer, Founders list, Investors, round size, minimum cheque, minimum aggregate, target first close) |
 | 2 | Share economics & use of proceeds | Instrument (ordinary £0.001 or £0.01 nominal, ranking *pari passu*), pre-money / post-money / dilution, issue price (computed from pre-money ÷ pre-investment shares), Round Share count, use of proceeds split, long-stop date, funds-expected timing |
-| 3 | Cap table on closing | Holder / Role / Shares / % table; founders subtotal; Round Shares row; total = 100% / 625,000 |
+| 3 | Cap table on closing | Holder / Role / Shares / % table; founders subtotal; Round Shares row; total = 100% |
 | 4 | Governance & shareholder protections | Board composition (director-designate per IN01), information rights (≥5% threshold), pre-emption, drag-along / tag-along, share-transfer good-leaver / bad-leaver, SEIS/EIS posture, confidentiality (binding), exclusivity (binding) |
 | 5 | Closing terms | Governing law (English), expenses (each party bears own), founder IP assignment (deed at first close, no licence-back, no royalty), conditions to closing, long-form documentation timeline |
 | 6 | Signatures | Company block (director-designate per IN01) + Investor block (name / entity / commitment / signature line) |
@@ -18,35 +18,34 @@ A4-portrait, 6-to-8-page formal term sheet, same render pipeline as the business
 
 ## Cap table reconciliation
 
-The cap table on closing **must reconcile against the IN01 + the Round 1 dilution model exactly**. The pattern from the reference project:
+The cap table on closing **must reconcile against the IN01 + the Round 1 dilution model exactly**. The reconciliation pattern:
 
 | Step | Source |
 |---|---|
-| Pre-investment shares (e.g. 500,000) | IN01 statement of capital |
+| Pre-investment shares (e.g. 1,000,000) | IN01 statement of capital |
 | Per-founder pre-investment % | IN01 cap table |
-| Dilution % | (Round size / post-money) = 350 / 1,750 = 20% in the reference project |
+| Dilution % | Round size / post-money (e.g. £500k / £2.5m = 20%) |
 | Post-investment % per founder | Pre-investment % × (1 − dilution%) |
 | Post-investment shares per founder | Pre-investment shares × (1 − dilution%) — note this only works if all founders dilute pro rata |
 | Round Shares | New investor's post-investment % × total post-investment shares |
 | Total post-closing shares | Pre-investment shares ÷ (1 − dilution%) |
 
-Reference project numbers (pre 500k, dilution 20%):
-- Joel 24.90% / 124,500 → 19.92% / 124,500 (no change in shares; dilution is via issuance of new shares)
-- Adam 24.90% / 124,500 → 19.92% / 124,500
-- Alex 20.00% / 100,000 → 16.00% / 100,000
-- Jamie 15.16% / 75,813 → 12.13% / 75,813
-- BackleyBlack 8.75% / 43,749 → 7.00% / 43,749
-- Stewart Smalley 6.29% / 31,438 → 5.03% / 31,438
-- Founders subtotal 500,000 / 80.00%
-- New investors (Round 1) 125,000 / 20.00%
-- Total post-closing 625,000 / 100.00%
+Worked example (illustrative — pre-investment 1,000,000 shares, dilution 20%):
+- Founder A 30.00% / 300,000 → 24.00% / 300,000 (no change in shares; dilution is via issuance of new shares)
+- Founder B 30.00% / 300,000 → 24.00% / 300,000
+- Founder C 20.00% / 200,000 → 16.00% / 200,000
+- Founder D 12.00% / 120,000 → 9.60% / 120,000
+- Founder E 8.00% / 80,000 → 6.40% / 80,000
+- Founders subtotal 1,000,000 / 80.00%
+- New investors (Round 1) 250,000 / 20.00%
+- Total post-closing 1,250,000 / 100.00%
 
-Issue price = pre-money / pre-investment shares = £1,400,000 / 500,000 = **£2.80 per Round Share** (£0.001 nominal + £2.799 share premium in the reference project where nominal was £0.001; or £0.01 nominal + £2.79 premium if the term sheet sets nominal at £0.01).
+Issue price = pre-money / pre-investment shares = £2,000,000 / 1,000,000 = **£2.00 per Round Share** (£0.01 nominal + £1.99 share premium; or £0.001 nominal + £1.999 premium if the term sheet sets nominal at £0.001).
 
 ## Doctrine
 
 - **Issuer name is the IN01-filed legal entity.** Stale term sheets that reference a marketing or trading entity instead of the filed company are defects. The Companies House number on every page header should match the IN01.
-- **Founder list reads exactly as the cap table.** Six holders on the cap table = six in the founder list. No phantom founders. Strategic shareholders (e.g. an investing LLP) ride in by entity name, not by their constituent individuals.
+- **Founder list reads exactly as the cap table.** Every holder on the cap table appears in the founder list. No phantom founders. Strategic shareholders (e.g. an investing LLP) ride in by entity name, not by their constituent individuals.
 - **Sole director on IN01 is the director-designate on the term sheet's signature page.** A term sheet that names two directors when IN01 named one needs reconciling before issue.
 - **SEIS/EIS posture is post-funding obligation, never closing contingency.** Never assured prior to distribution; no representation as to qualifying status. Forms no part of consideration.
 - **Confidentiality + exclusivity bind; everything else is non-binding** until subscription & shareholders' agreement.
@@ -82,7 +81,7 @@ Same `render-pdf.mjs` pattern as the business plan; viewport 794×1123 (A4 portr
 |---|---|
 | Issuer name mismatch (marketing vs filed) | Use the IN01 legal name verbatim on every page header |
 | Founder list includes individuals also represented by an LLP holding | Use the LLP holding only; do not double-count |
-| Issue price stated without showing the calculation | `£2.80 = £1.4m ÷ 500,000 pre-shares` in the issue-price row |
+| Issue price stated without showing the calculation | `£2.00 = £2m ÷ 1,000,000 pre-shares` in the issue-price row |
 | Cap-table % rounding doesn't sum to 100% | Compute % as `shares / total` and verify the sum; never hand-enter % rows |
 | SEIS/EIS implied as confirmed | "Pursuing SEIS/EIS Advance Assurance from HMRC is a post-funding obligation … not a closing contingency … no representation as to qualifying status" |
 | Director-designate doesn't match IN01 | Read the IN01 PDF; the proposed director on IN01 is the director-designate |