Fundraise Closing Mechanics

---
name: fundraise-closing-mechanics
description: Drives a fundraise from signed term sheet to wired money - a closing checklist covering confirmatory diligence with same-day response discipline, the definitive-docs list (stock purchase agreement, charter, investor rights, board consents), closing conditions with owners and dates, re-trade defense, multi-party sequencing behind the lead, and post-wire actions like share issuance and the first investor update. Use when a founder asks "what happens after the term sheet", "how long does closing take", "the investor is dragging on confirmatory diligence", or "when does the money actually arrive". Do NOT use for negotiating the term sheet itself - use term-sheet-negotiation instead - or for assembling the diligence materials - use data-room-builder instead.
---

# Fundraise Closing Mechanics

A term sheet is a non-binding promise; rounds still die between signing and
funding. The home stretch is where founder attention drains, diligence surprises
surface, and momentum quietly leaks. This skill drives the deal to wired funds.

## When to use this skill

Use it the moment a term sheet is signed (and [[term-sheet-negotiation]] is
done), running against the data room from [[data-room-builder]].

## The path from signed term sheet to cash

1. **Confirmatory diligence** - the investor verifies what you claimed: metrics,
   contracts, cap table, IP, legal. Your prepared data room makes this days, not
   weeks. Surprises here re-open price; there should be none if
   [[fundraise-readiness-audit]] was honest.
2. **Legal documentation** - counsel drafts the definitive docs: stock purchase
   agreement, amended charter, investor rights agreement, voting agreement, board
   consents. Terms flow from the term sheet; the fights should already be over.
3. **Signatures and conditions** - satisfy closing conditions (e.g. IP
   assignments, board/stockholder approvals), then countersign.
4. **Wire and confirmation** - funds hit the account; shares issue; the cap table
   updates ([[cap-table-manager]]).

## Keep momentum through the stretch

- Treat closing like the final stage of the pipeline, not a victory lap.
  Same-day responses on diligence requests keep the clock from slipping.
- Designate one owner (often the lead founder + lawyer) for every open item with
  a date. A dropped IP assignment can stall a wire for weeks.
- Hold the data room reconciled and current; a number that drifted since the
  term sheet invites a re-trade.
- For a multi-party round, the lead closes first; collect angels/smaller checks
  on the lead's papers to avoid herding everyone in parallel.

## Watch for re-trades

- A "discovered" problem in diligence is sometimes a genuine issue and sometimes
  a lever to re-price. Knowing your data room cold lets you tell the difference
  and hold the line.
- If the company's metrics genuinely changed, get ahead of it honestly before
  they find it.

## After the wire

- Issue shares and update the cap table of record.
- Send a closing announcement and your first post-raise investor update
  ([[investor-update-writer]]); set the board cadence ([[board-management]]).
- File and organize all executed docs into the data room for the next round.

## Anti-patterns

- Going quiet after the term sheet and letting diligence drift for weeks.
- A diligence surprise that contradicts the deck and re-opens price.
- No single owner for closing conditions, so items rot.
- Forgetting that the round is not done until the money is in the bank.

## Deliverable

A closing checklist from signed term sheet to wired funds - diligence requests
with owners and dates, the definitive-docs list, closing conditions to satisfy,
and the post-close actions (share issuance, cap-table update, first update, board
setup) - built to keep the deal moving to cash.