Drafting a Deal

For a video guide to drafting a primary deal as a Founder, please scroll to the bottom of this page.

To create your deal, select the ‘Deals’ page of the platform and click the “Launch a deal” button in the top right hand side.

A modal will ask you the type of deal you’d like to create:

• Founders only have one option here, titled ‘Raise a Round’. This is the option you’ll need to click.
• Do not select either of the options under ‘I’m a Syndicate Lead’ - this is exclusively for Syndicate Leads who are syndicating a deal and raising funds for an investee company.

Once selected, press ‘Continue’.

• Note: your deal is in draft and saves automatically throughout so you can come back to it at any time. If you’d like to delete your draft deal, there’s an option to do so under the left hand side panel throughout the deal creation process.

Company info

The next step is to enter details of your company that you’re raising funds for. This information is predominantly required to help us to confirm the validity of your business, which will be covered in the Investee Company KYC process section.

• Company logo: The logo that will appear on the deal page for all your investors to see. It’s easiest to download this from the company’s website. Note that square logos are best, with a resolution of at least 500x500 for maximum clarity.
• 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 the Founder or CEO of your company. Failing that, ideally the contact will be CFO or someone of high compliance literacy.
• Company contact email address: 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. You can start typing the country name and select from the dropdown list.
• 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.

Deal terms

This section is for setting the quantitative dynamics of the deal and outlining the commercial terms.

• Base currency: this can be one of the following:
  • Pound Sterling (GBP)
  • Euros (EUR)
  • US Dollar (USD)
  • This is the currency that investors will wire funds in. It is also the currency in which Odin will wire funds to your company.
  • Please strive to ensure that all investors wire in the deal’s Base currency. While we can accommodate FX conversions of a wire in a different currency (at Wise’s live FX rate), it adds delays to the administering of the deal and would also incur extra charges.
• 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 before you 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).
  • Check the boxes that are relevant for either scheme in the deal creation flow.
• Round:
  • Choose the investment round that corresponds with your plans to raise funds. We list options from pre-seed to Series D+.
• Investment instrument:
  • This is the legal mechanism by which your 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, you’ll 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: You’ll also have to enter the share price that you’re 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 agreed share price. This is not a mandatory field at this stage so don’t worry if you do not have this to hand.
    • 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 the company.
    • Advance Subscription Agreement (ASA): An investment contract enabling investors to provide capital to startups in exchange for future equity. A SeedFAST is a type of ASA - select this if you’re raising on an ASA.
    • Simple Agreement for Future Equity (SAFE): An investment instrument similar to an ASA that allows investors to provide funding to startups in exchange for the promise of future equity.
    • For CLNs, ASAs or SAFEs, you’ll be asked to enter the following information - while it is preferable that you complete this now, it is not mandatory so Odin can also confirm this at a later date if you do not have it to hand:
      • 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 your 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 will need to be provided by you.
• For all investment instrument types, you’ll 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 you intend to raise into your SPV.
  • Minimum commitment: This is the minimum amount that an investor can invest into your deal. If left blank, this defaults to 1,000.
  • Target close date: This allows Odin’s Customer Success and Operations team to better understand your timelines and prioritise assistance accordingly to urgency.
  • Proxy voting rights: Here you can select who manages the governance of the SPV and investor consent. There are three options:
    • Founder(s) of the investee company: A founder of your company can be selected to vote on behalf of the investors in the syndicate. We usually recommend this option.
    • Chair of the board: If a board is set up for your company, you can proxy the voting to that individual.
    • Do not proxy voting (every investor must vote): Each investor in the SPV gets a vote, which would incur an administrative burden for you, nullifying a large part of the value of the SPV structure itself.

Memo & materials

In this section, you’ll be able to share more context about the investment opportunity to your investors.

• Memo: This should be a brief document that outlines key points about the deal and your rationale behind investing. You may have already written yours but if you’re yet to start, Odin provides a template. Our template will be overlaid automatically and can be edited for your own use or deleted and replaced with your version.
  • If you click ‘preview’ you can see how your investor views the memo. There are also formatting options available for enhanced readability.
  • If you’ve previously created a data room (either in Notion or another platform) containing an investment memo and other relevant materials, feel free to paste the link into this box instead of writing a memo.
  • If no memo is required for your deal (sometimes the case for deals where investors have already given hard commitments), you can input placeholder text.
  • For more context on memo best practice, we recommend this blog post by Visible.
• Investment agreement: Below the memo, there is a field to link to your investment agreement. Please ensure that this file is uploaded into a folder or Drive and, most importantly, that the link is set to viewable by anyone who clicks on it.
  • If this is not available or not complete, a draft document or placeholder link is absolutely fine. Odin primarily needs the investment agreement for the deal closing process. Please also be aware that when closing the deal, any delay in Odin receiving this agreement will result in delays to completion.
• Pitch deck: It is highly likely that your company is raising the round using a pitch deck. This can be linked here, and as per the investment agreement, please ensure that this file is uploaded into a folder or Drive and, most importantly, that the link is set to viewable by anyone who clicks on it.
• Embedded deck URL: you can also choose to embed the pitch deck link on the page. This guide contains some instructions on how to do so, depending on the platform you're using.

Review & submit:

Now that you’ve completed all the required fields, you can review your inputs. If you’re satisfied that everything is in order, you can click ‘Submit for review’.