Fundraising — Cermain Cheung

Fundraising · How does a funding round work?

Raising your round, step by step.

The instrument you raise on shapes everything that follows — choose it deliberately. Here's how a round runs with OLN beside you.

Interactive — tap an instrument, open any step, and tick off the self-check below.

1 · Choose your instrument

Best when — earliest stage, speed matters, and you want to defer valuation.

Draft the SAFE — set valuation cap and/or discount
Board approval and any side letter
Sign, issue & update the cap table

Key terms: valuation cap · discount · MFN · pro rata

FeeFixed fee · on request

Timeline~1 week

OutcomeConverts at your next priced round

Best when — you want debt-like protection now and conversion later; a bridge to the next round.

Draft the note — interest, maturity, discount, cap
Board & shareholder approvals
Sign, issue & record the debt

Key terms: interest · maturity · discount · valuation cap

FeeFixed fee · on request

Timeline~3–6 weeks

OutcomeConverts at a qualifying round, or repays at maturity

Best when — a priced seed or Series A; investors take shares now.

Term sheet — review & negotiate
SHA, SPA & Articles — core documents
Ancillary documents + disclosure schedule
Resolutions & closing documents
Closing & share issue

Key terms: valuation · liquidation preference · board & control rights · pre-emption

FeeFixed fee + capped hourly · on request

Timeline~4–12 weeks

OutcomeShares issued at closing

No surprises on cost — we work on a fixed fee or capped range, confirmed in writing before we start. Just ask for a quote.

2 · How the round runs

Preparation

01Strategy & structure▸

Agree negotiation strategy; map the cap table; align co-founder roles, responsibilities and contribution. The best time to bring OLN in.

OLN-ledFounder

02Term sheet review & negotiation▸

Review the term sheet, flag key risks and propose mark-ups (up to 2 rounds).

OLN-ledInvestor

03Cap table / declaration of trust▸

Declaration of trust for non-HK founders; tidy pre-allotment holdings.

OLN-ledFounder

Documentation

04Core transaction documents▸

Draft / review the SHA, Subscription / SPA and Articles (up to 3 rounds).

OLN-ledInvestor

05Ancillary documents▸

Founders' service agreements, IP assignment, director indemnity, non-compete and non-solicitation.

OLN-ledFounder

06Disclosure schedule▸

Prepare the disclosure schedule; founders supply the underlying information.

OLN-ledFounder provides info

Closing

07Resolutions & completion documents▸

Board & shareholder resolutions, closing documents, share certificates and register review.

OLN-led

08Closing assistance▸

Help all parties sign and complete; confirm conditions precedent are satisfied.

OLN-ledFounderInvestor

09Post-closing▸

Update statutory records and the register; handle necessary filings.

OLN-led

3 · Ask yourself

Do you really understand every term in the term sheet — and what each one costs you later?

Do you understand the control rights you're giving away — board seats, vetoes, information rights?

Do you know how to handle an investor's due diligence requests?

Do you know how a liquidation preference changes what you walk away with?

Do you really know how an ESOP works — and whether your team actually feels motivated by it?

SAFE, convertible or equity — do you know which one actually fits your stage?

Tap each one you're confident about. Not sure on any? That's exactly what we handle.

Talk to us before the round,
not after.

Whichever instrument you choose, we lead every step — and keep the investor relationship intact. I quote up front.

cermain.cheung@oln-law.com LinkedIn

Raising your round, step by step.

Talk to us before the round,not after.

Talk to us before the round,
not after.