An investor marks the valuation down not for a weak product. More often — for a messy structure.

• A round lies ahead — seed, A or a later stage — and the investor will examine the structure.
• The cap table was assembled along the way: SAFEs, convertibles, an option pool, the stakes of early participants.
• The holding and the jurisdiction were chosen at the start “as was convenient,” not for raising capital.

What the House does

The House looks at your structure through the eyes of an investor’s due diligence — and closes whatever it would mark the valuation down for, before it begins to look. The topco, the cap table and the tax position are brought to a form that raises no questions.

• An audit of the cap table: SAFEs, convertibles, the option pool, the stakes of early participants.
• A review of the holding and the jurisdiction for fitness for the round and a future exit.
• The tax cleanliness of the share history: where open questions exist and how to close them.
• A restructuring of ownership for the round where it is needed and while there is still time.
• Preparation of a data room on the tax and structural side before due diligence begins.

What you get: an audit of the cap table with a list of open questions · a cleaned cap table for the round · an opinion on the fitness of the holding and the jurisdiction · a data room on the tax and structural side for the investor’s DD

Why this way and not another

• The round’s lawyer papers the deal but does not fix the tax and structural history in advance.
• A cap table assembled on the run surfaces in the DD as a set of open questions.
• Fixing the structure during negotiations means bargaining from a weak position.

What worries you — and the House’s answer

• “The investor will find something in the structure and knock the valuation down.” — The House finds it first and closes it before the DD opens the data room.
• “A rebuild before the round will put the investor on guard.” — The structure is put in order in advance and with a rationale; by the DD it all looks natural.
• “I won’t have time to put things in order before the round starts.” — Which is why we begin before the round is announced, not in the thick of it.

Where this leads

You come to the round with a clean cap table, a clear holding and a ready data room. The investor’s due diligence finds no reason to mark the valuation down on structural grounds. You bargain over price from a position of strength — rather than apologising for the history of the shares.