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How does the Syndicate Lead create the deal with Odin?

  • Updated

Before your involvement, your Syndicate Lead will have created an account with Odin, set up their syndicate on the platform, and will have drafted a deal.

The Syndicate Lead may require specific details or documents related to your company so Odin can complete its review of the deal.

Below are the specific pieces of information Odin requires on the Investee Company before we can approve a deal. Please note that Odin doesn’t require any of this information from you, and the Syndicate Lead will be the person sharing this with Odin:

  • Company logo - Your company’s logo will appear on the deal page for all their investors to see.
  • Company legal name - This should be the name by which your company is registered on a company record.
  • Company URL - A link to the website homepage of your company.
  • Company contact first name - This will likely be your name. Usually, Syndicate Leads specify the CEO of your company. Failing that, ideally the contact will be CFO or someone of high compliance literacy.
  • Company contact email address - Again, this will likely be your email. This is the email address Odin will use to contact your company and inform you of the information required to complete the Investee Company KYC process.
  • Company trading name - This is the name your company goes by in day-to-day trade. It may be different to its legal name.
  • Company registration number - This can be accessed via the legal register to which your company is incorporated.
  • Country - The country your company is incorporated in.
  • Address line 1 - The first line of your company’s address.
  • Address line 2 - If applicable, the second line of your company’s address.
  • Town or city - As stated.
  • County / state / province - As stated.
  • Postal code / ZIP code - As stated.
  • Base currency - This can be one of the following:
    • Pound Sterling (GBP)
    • Euros (EUR)
    • US Dollar (USD)
    • This is the currency that the syndicate investors will wire funds in. It is also the currency in which we will wire funds to your company.
  • S/EIS relief - To learn more about the EIS and SEIS relief schemes, and how Odin can assist, please jump to this section of the guide. Eligibility for S/EIS should always be confirmed with your company by the Syndicate Lead before they submit a deal for review by Odin. S/EIS-eligible companies will almost always be UK-based, but companies in other countries can be eligible if they’re registered in the UK as an overseas company and have a nominated agent. It’s important to ensure that your company has already got Advanced Assurance. This is a letter from HMRC confirming that a company's proposed round qualifies for tax relief, based on the information the company provided (N.B.: this is not a guarantee).
  • Round - The Syndicate Lead will choose the investment round that corresponds with your company’s plans to raise funds. We list options from pre-seed to Series D+.
  • Investment instrument - This is the legal mechanism by which the SPV’s investment is engaging with your company. Here’s a breakdown of what you can select from the dropdown:
    • Equity - An investment instrument that allows for the direct exchange of investment capital for shares in your company. If selected, the Syndicate Lead will be asked to confirm the share class from one of the two following options:
      •  Common/Ordinary - Common shares represent ownership in a company with voting rights and potential for dividends.
      • Preferred - Preferred shares typically don't have voting rights but often receive fixed dividends and have priority over common shares in terms of receiving payouts in the event of bankruptcy or liquidation.
      • Share price - They’ll also have to enter the share price that your company is raising equity at.
      • Pre-money valuation - The estimated value of your company before any new investments or financing rounds are accounted for. This should also be noted on the investment agreement provided by your company.
    • Convertible Loan Note (CLN) - A debt instrument that can be converted into equity at a later date, typically during a future equity financing round, offering investors the potential for both interest payments and ownership in your company.
    • Advance Subscription Agreement (ASA) - An investment contract enabling investors to provide capital to your company in exchange for future equity. A SeedFAST is a type of ASA.
    • Simple Agreement for Future Equity (SAFE) - An investment instrument similar to an ASA that allows investors to provide funding to your company in exchange for the promise of future equity.
    • For CLNs, ASAs or SAFEs, the Syndicate Lead will be asked to enter the following information:
      • Valuation cap type:
        • Pre-money - The pre-money valuation is the estimated value of your company before any new investments.
        • Post-money - The post-money valuation is your company's value after accounting for the new investment.
      • Discount - A discount allows the syndicate investors to convert their investment into shares at a lower price per share than new investors in the next funding round.
    • All of the above types of legal documentation are provided by your company to Odin.
  • For all investment instrument types, the Syndicate Lead will be asked to complete the following information:
    • Total round size - This is how much your company is raising in total for this round, beyond the SPV that is being administered through Odin.
    • SPV allocation - How much capital they intend to raise into their SPV.
    • Minimum commitment - This is the minimum amount that an investor can invest into their deal. If left blank, this defaults to 1,000.
    • Target close date - This allows Odin’s Customer Success and Operations team to better understand their timelines and prioritise assistance accordingly to urgency.
  • Proxy voting rights - Here the Syndicate Lead can select who manages the governance of the syndicate and investor consent. There are four options:
    • Syndicate lead(s) - The Syndicate Lead will vote on behalf of investors in the syndicate. We usually recommend this option. If there are two or more co-leads on a deal, only one signature will be required in practice rather than all of the syndicate leads.
    • Chair of the board - If a board is set up for your company, you can proxy the voting to that individual.
    • Founder(s) of the investee company - A founder of your company can be selected to vote on behalf of the investors in the syndicate.
    • Do not proxy voting (every investor must vote) - Each investor in the syndicate gets a vote, which would provide an administrative burden for both the Syndicate Lead and your company, nullifying a large part of the value of the SPV structure itself.

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