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legal templates for startups in southeast asia
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Save time and money on legal fees with our free legal templates for routine legal paperwork, tailored to the Southeast Asian market.
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Our aim is to empower startups to self-serve their legal basics. Browse our documents, download what you need, and save your legal spend for the things that really matter.
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If you need to talk, just get in touch and speak to one of our startup lawyers in Singapore.
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Our library of awesome free legal templates is available for use by business users, including legal services providers. You can download, use and modify the templates free of charge subject to our template terms of use.
Click on any template below to access it. You will be given the choice of downloading a PDF version of the template or an editable Word version.
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The templates are a guide only. You are welcome to use them, but because of their nature, we have had to make them generic. They do not cater for every situation.
Businesses using the templates will need to consult their lawyer to ensure that their use of these documents is appropriate to their situation.
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This agreement is for use when a company primarily wishes to bring in employees from a target company, rather than acquiring its business. Acqui-hires are common amongst well-funded startups looking to expand their teams by hiring talent from other startups. Often the employees are acqui-hired from businesses that are failing and are subsequently shut down.
This agreement covers the transfer of the employees and release of any existing restraints, together with a general assignment of intellectual property rights. It sets out the terms of payment of the acquisition amount – this is sometimes paid in tranches and adjusted if the transferring employees subsequently move on soon after completion of the acqui-hire.
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This is a simple agreement for the provision of advisory services to an early stage company (including where a company is establishing a formal advisory board).
This template is drafted on the basis that the advisor is to receive shares in the company as compensation for the services provided. It assumes no cash compensation will be paid. Some of the shares may be clawed back by the company if the advisor fails to make the expected contributions over the agreed period, which is usually one or two years.
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This template cap table is intended for use when considering a potential equity investment in a company (whether from existing shareholders, external investors, or both). The template works when the number of new shares to be issued is calculated:
- based on a specific investment amount at a specific pre-money valuation of the company e.g. an aggregate investment of $500,000 at a pre-money valuation of $2m
- on a fully diluted basis i.e. all unexercised options (if any) are treated as existing shares in the company for the purpose of calculating the number of new shares to be issued
- no anti-dilution rights are triggered by the issue of the new shares
- all shares issued in consideration for the conversion of debt to equity are issued at a discount to the price per share paid by the cash investors. If all of the debt is converting at the same price per share paid by the cash investors please use our template investment capitalisation table for debt converting without a discount
- the investment is made on a fully diluted basis, i.e. if a new employee share option plan (ESOP) is established as part of the investment round, the dilutionary effect of the ESOP is borne entirely by the founders and any other existing shareholders, and not by the investors. This is the most common approach.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This template cap table is intended for use when considering a potential equity investment in a company (whether from existing shareholders, external investors, or both). The template works when the number of new shares to be issued is calculated:
- based on a specific investment amount at a specific pre-money valuation of the company e.g. an aggregate investment of $500,000 at a pre-money valuation of $2m
- on a fully diluted basis i.e. all unexercised options (if any) are treated as existing shares in the company for the purpose of calculating the number of new shares to be issued
- no anti-dilution rights are triggered by the issue of the new shares
- all of the new shares are issued at the same price per share, including any new shares issued in consideration for the conversion of debt to equity. If all of the debt is converting at a discount to the price per share paid by the cash investors (e.g. under the terms of an existing convertible loan agreement) please use our template investment capitalisation table for debt converting at a discount.
- the investment is made on a fully diluted basis, i.e. if a new employee share option plan (ESOP) is established as part of the investment round, the dilutionary effect of the ESOP is borne entirely by the founders and any other existing shareholders, and not by the investors. This is the most common approach.
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This Due Diligence Document List is a list of legal documents for review by potential investors. Investors are likely to request additional documents, depending on the nature of the company’s business, but this list is a good starting point.
We suggest that companies keep an electronic file of the documents in this list so that when requested, they can be provided quickly. In any event, once you begin to consider raising capital, an early task will be to gather the documents set out in this document list.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a template checklist which sets out the steps typically required to take a series A investment transaction from signing to completion. The items included are examples only; when creating your own checklist you should always refer to the key transaction documents (typically a subscription agreement and shareholders’ agreement, and a new constitution reflecting the terms of the shareholders’ agreement) to determine what items need completing.
As this checklist covers only the most typical completion steps, it does not provide for the following items which are sometimes seen on investment transactions:
- a rolling close, under which the company has a set amount of time after completion to find investment from other investors on the same terms
- investment in tranches, i.e. more than one closing date
- conversion of any debt or convertible notes on completion of the investment.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
what this is
This note is a convertible instrument that is intended to be used by a startup to document a seed investment from a third party investor or a bridge financing from existing shareholders.
The terms of the note are substantially based on the keep-it-simple-security created by 500 Startups and include some of the investor friendly provisions typically included in convertible seed investments in the US and as adopted for other global markets.
how it works
This note anticipates that the investment amount is drawn down in one lump sum and is unsecured. The investment amount:
- automatically converts to equity on the date of a qualifying capital raise
- is repayable (potentially at a multiple of the outstanding amount) or convertible at the investor’s discretion on the occurrence of a liquidity event
- is repayable or convertible at the investor’s discretion at any time following maturity.
This note also anticipates that it may be one of a series of identical notes entered into as part of a seed investment round. In that case, some decisions that relate to the investment round as a whole are to be made by a majority of the investors, rather than by an individual investor.
related guides
- 8 key features of convertible notes in southeast asia
- raising capital for your startup: convertible notes vs equity
- raising seed capital in southeast asia: structure & terms
you might also like
We also have another popular variation of the convertible note – our SAFE convertible note template.
The terms of the note are substantially based on the simple agreement for future equity created by the US accelerator, Y-Combinator.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a simple term sheet for a convertible instrument that is intended to be used by a startup to document a seed investment from a third party investor or a bridge financing from existing shareholders.
The terms of the note are substantially based on the keep-it-simple-security (KISS) created by 500 Startups and include some of the investor friendly provisions typically included in convertible seed investments in the US and as adopted for other global markets.This term sheet anticipates that the investment amount is drawn down in one lump sum and is unsecured. The investment amount:
- automatically converts to equity on the date of a qualifying capital raise
- is repayable (potentially at a multiple of the outstanding amount) or convertible at the investor’s discretion on the occurrence of a liquidity event
- is repayable or convertible at the investor’s discretion at any time following maturity.
This term sheet also anticipates that it may be one of a series of identical notes entered into as part of a seed investment round. In that case, some decisions that relate to the investment round as a whole are to be made by a majority of the investors, rather than by an individual investor.
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This is a template disclosure letter for disclosing against warranties provided in an M&A or capital raising transaction.
read our guide: tricky clauses: warranty disclosures (4 minute read)
read our guide: raising seed capital in southeast asia (8 minute read)
Typically under these transactions, a company (and, in some cases, its founders) provides statements to a purchaser or investor in the transaction documents. If any of these statements (known as warranties) turn out to be untrue, the purchaser or investor can bring a claim for a breach and potentially recover money from the parties that gave the warranties.
A disclosure letter protects warrantors, by allowing them to disclose any matters that are inconsistent with the warranties set out in the transaction documents. The purchaser or investor cannot bring a warranty claim in respect of matters which have been fairly disclosed. The disclosure letter is the document which formally records these disclosed exceptions to the warranties. It is therefore an integral part of the transaction documents and the earlier warrantors start preparing the document on any transaction, the better.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This document is intended for use by the founders of a new startup who wish to provide for some level of claw-back of a co-founder’s initial shareholding if he or she:
- ceases to work for the company (whether as an employee or contractor); or
- fails to make the contribution required of them to the business.
This type of arrangement is referred to in the startup and venture capital world as founder vesting.
The approach taken in this document is to provide for progressive vesting of a co-founder’s shares over a set period (e.g. 36 months). If the co-founder leaves the company or fails to make the required contribution to the business during that period, the company has the option to repurchase unvested shares for the price originally paid by the co-founder for those shares (which will usually be nil, if the shares were issued on incorporation of the company).
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This document is a short form co-founder agreement intended for use by the founders of a new startup who wish to provide for some level of claw-back of a co-founder’s initial shareholding if he or she ceases to work for the company (whether as an employee or contractor). In this document, the company’s right to purchase shares is limited to a situation where the co-founder ceases to work for the company, i.e. there is no expected contribution from the co-founder. If you would like the company to be able to repurchase shares for a failure by the co-founder to contribute to the company, use our southeast asia co-founder agreement – long form.
This type of arrangement is referred to in the startup and venture capital world as founder vesting.
The approach taken in this document is to provide for progressive vesting of a co-founder’s shares over a set period (e.g. 36 months). If the co-founder leaves the company during that period, the company has the option to repurchase unvested shares for the price originally paid by the co-founder for those shares (which will usually be nil, if the shares were issued on incorporation of the company).
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This agreement is for use when a startup wishes to issue shares to a new investor as part of a friends and family investment round in Southeast Asia. It sets out the mechanics for the investment and the warranties to be given by the startup. It provides for investment for ordinary shares in the company in one tranche, with no conditions (other than those relating to corporate authorisations).
There are no standard terms that apply to investment by friends and family type investors – these types of investments can often be relatively informal and may not always include the investor protection provisions required by professional investors or formal investment groups, such as angel groups.
Your lawyer or company secretary will need to complete any necessary board and/or shareholder resolutions needed to implement this document.
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This is a simple company friendly consultancy agreement for engaging independent contractors or consultants (e.g. individuals or sole operator companies) to work within a business.
This template includes a restraint on the independent contractor to ensure that the independent contractor does not jeopardise the company’s business (by competing or similar) during the term and for a set period after. To be enforceable, a restraint must be reasonable. This, in turn, will depend on the facts relating to the agreement. However, the longer the restraint and the broader the restrained area, the more likely that arguments could be raised about the enforceability of the restraint.
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Technology businesses in Southeast Asia often have group structures. For example, a business may have trading subsidiaries in Indonesia, Malaysia and/or the Philippines, and a holding company in Singapore. Loan arrangements within such group structures are relatively common.
This is a simple intercompany loan agreement that records an unsecured loan between group companies.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This document is intended for use by the founders of a startup company to formally transfer intellectual property relevant to the business, products or services of the company, to that company.
Before completing this deed, we suggest that companies and their founders first work to identify and record the intellectual property that the company intends to use (or is already using) in its business, including details of who:
- created the intellectual property, and on what basis (e.g. as a founder, employee or external consultant of the company)
- owns that intellectual property and on what basis (i.e. if the company owns intellectual property because it was created by its employees in the course of their employment, this should be recorded)
This will help:
- to identify intellectual property that needs to be transferred by a founder or consultant, etc. to the company (and to properly describe that intellectual property in a deed of assignment)
- to prove ownership of the company’s intellectual property in the future, e.g. in a capital raising or M&A transaction.
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This is a simple document to outline the main in principle terms of a proposed commercial relationship. The document is not legally binding (other than the confidentiality, termination, and governing law provisions in part D).
Other than the statement that the document is not intended to be binding and part D, there is no suggested content included – the document is simply a framework for the parties to record the in principle commercial terms that have been agreed, prior to preparing a formal agreement.
Although the letter of intent is non-binding, it can create moral or ethical obligations that are difficult to back away from. It is therefore important not to over-promise, and to set out relevant assumptions.
This document does not include an exclusivity provision – either party is free to enter into negotiations, or contract, with third parties for a similar or competing relationship.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This Due Diligence Document List is a list of legal documents for review by potential purchasers of the shares or assets of a target company in a private M&A transaction. In the course of the purchaser’s due diligence investigations, additional questions will inevitably arise, but this list is a good starting point.
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This is a template term sheet for use when one tech company is acquiring the shares of another tech company. It sets out the principal terms agreed between the acquiring company and the shareholders of the target company prior to preparing the formal sale and purchase agreement. The acquisition of a competing and/or complementary business in this manner is a common strategy of well-funded high growth technology companies.
This term sheet assumes that the transaction will be structured as a share sale (as is most common). It should not be used in connection with an acquisition of the business and assets of a target company. This term sheet is not legally binding (other than the confidentiality obligations in part B); it simply sets out the terms agreed in relation to the acquisition.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a simple mutual (or two way) confidentiality agreement setting out the terms on which each party will keep confidential the other party’s information.
It has been drafted to be fair to both parties and to enable easy signing (without the need for lengthy negotiation). If the purpose for which the information is being exchanged is highly sensitive or has unique aspects, consider whether a more belts and braces agreement may be required.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
what this is
This note is a convertible instrument that is intended to be used to document a seed investment from a third-party investor or a bridge financing from existing shareholders.
The terms of the note are substantially based on the simple agreement for future equity created by the US accelerator, Y-Combinator.
how it works
This agreement anticipates that the investment amount is drawn down in a lump sum on one date and is unsecured. The amount of the investment is not a loan, has no set maturity or repayment date and does not accrue interest. The investment amount remains outstanding until:
- it is automatically converted to equity on the date of a qualifying equity financing
- it is repaid or converted (at the election of the investor) on the occurrence of a liquidity event.
related guides
- 8 key features of convertible notes in southeast asia
- raising capital for your startup: convertible notes vs equity
- raising seed capital in southeast asia: structure & terms
you might also like
We also have another popular variation of the convertible note – our KISS convertible note template.
The terms of the note are substantially based on the keep-it-simple-security created by 500 Startups.
using our templates
Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a simple term sheet for use when a startup is raising capital from seed investors in Southeast Asia. It sets out the terms agreed between the company and the investors prior to preparing the formal agreements. Generally in this type of capital raising the formal agreements will be a subscription agreement – see the template southeast asia seed subscription agreement – and a shareholders’ agreement – see the template southeast asia seed shareholders’ agreement. The term sheet is not legally binding (other than the confidentiality obligations in part B); it simply sets out the terms agreed in relation to an investment.
There are no standard terms that apply to investment by seed investors – these types of investments can often be relatively informal and may not always include the investor protection provisions required by professional investors on larger series A investment rounds. We recommend that you read our guides to raising seed capital in southeast asia.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a simple shareholders’ agreement intended to be implemented by a startup at the time it closes a seed investment round in Southeast Asia.
This agreement deals with the management of the startup and the relationship between the founders, any other existing shareholders and the investors (e.g. rights to appoint directors, matters requiring the approval of any investor-appointed directors, the provision of financial information, confidentiality provisions, etc).
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This agreement is for use when a startup wishes to issue shares to a new investor as part of a seed investment round in Southeast Asia. It sets out the mechanics for the investment and the warranties to be given by the startup. It provides for investment for ordinary shares in the company in one tranche, with no conditions (other than those relating to corporate authorisations).
There are no standard terms that apply to investment by seed investors – these types of investments can often be relatively informal and may not always include the investor protection provisions required by professional investors on larger series A investment rounds.
using our templates
Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a term sheet for use when a startup based in Southeast Asia is raising capital from series A investors. It sets out the terms agreed between the startup and the investors prior to preparing the formal agreements. Generally in this type of capital raising the formal agreements will be a subscription agreement, a shareholders’ agreement and an updated constitution. The term sheet is not legally binding (other than the confidentiality and exclusivity obligations in part B); it simply sets out the terms agreed in relation to an investment.
There are no standard terms that apply to investment from series A investors in Southeast Asia. We recommend that you read our guides to raising series A capital in southeast asia.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This agreement is for use by Southeast Asian companies looking to redomicile or flip to Singapore. Our experience is that, with a few exceptions, most Southeast Asian tech startups wishing to raise capital from professional investors end up being domiciled in Singapore (either to attract investment or as a requirement of their investors).
Flipping to a new jurisdiction can be done in two ways: either by a transfer of shares or by a transfer of assets. Please see our guides to raising seed capital in southeast asia for more information on the different processes involved. This agreement is for the first option – where the shares in your existing company are transferred to a newly incorporated Singapore company. That new company then issues shares to the shareholders of the existing company in equal proportions. These are separate corporate transactions in two different jurisdictions requiring legal and tax advice in each of those jurisdictions.
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This is a simple startup shareholders’ agreement for use during the earliest stage of a company’s development, i.e. while the founders are the only shareholders and before the company receives funding.
This agreement is intended to cover matters that are often important to founders but that are not always covered in off-the-shelf company constitutions, specifically:
- the composition of the board
- pre-emptive rights on new share issues
- rights of first refusal on transfers of existing shares
- non-compete undertakings
- assignment of intellectual property rights.
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Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
From capital raisings to drafting governance contracts, we help startups every day with their legal needs. We’ve created a new guide to help founders find their feet: Top Ten Legal Templates for Startups: A guide for companies based in Southeast Asia.
This guide contains basic tips when putting this paperwork in place. Having these documents in order can help your startup further down the line, particularly when raising investment. With each template, we cover what it does, when a startup might need to use it, and essential points that founders should wrap their heads around.
All legal agreements we cover in the guide are also available for download free on our website. These templates include explanatory notes to help founders and non-lawyers complete the agreement.
Have questions about our guide or one of the templates? Feel free to get in touch with us if you’d like some help adapting one of the agreements we’ve recommended.
Access the guide by filling out your details below:
read our startup case studies
Singapore-based Pixibo provides personalised size and fit recommendations in real time for online retailers and their customers. The fashion-tech startup worked with Kindrik Partners on their recent series A raise.
We spoke to founder and CEO Rohit Kumar on Pixibo, the capital raising journey, and working with Kindrik Partners.
pixibo’s story
Rohit is an ex-Googler with experience across Europe and India, before heading to Singapore to head up operations for e-commerce advertising company Sociomantic. Between 2013 and early 2016 he launched and managed all of Sociomantic’s APAC operations and was part of the team that sold the business to dunnhumby, a Tesco company.
It was at Sociomantic that Rohit identified an issue plaguing fashion e-commerce sites. People were browsing clothes online, but very few of those visits converted into sales. “The average conversion rate is 1.5%”, says Rohit.
Pixibo’s technology was formally launched in 2018, after a few years in development. The platform makes real-time size recommendations, personalised for every shopper and for every brand and SKU. For a retailer this boosts conversion rates, reduces return rate and improves customer satisfaction. Its size recommendation engine is entirely white labelled and can be natively integrated into online stores.
“In online shopping, there’s a lot of pain points, from finding something you like, to working out which size is correct for you,” says Rohit.
“Decision fatigue can come in, reducing sales and resulting in increased return rates. The Pixibo platform works to reduce the friction felt by the consumer and the retailer.”
working with kindrik partners
“I was educating myself about series A rounds when I came across Kindrik Partners’s content online,” Rohit says.
“It was my first time doing an institutional round so I was spending more time online trying to get my head around the legal terminology and the types of things that show up. Drag alongs, tag alongs, liquidation preference clauses. There’s a lot to understand.”
(confused? see our startup glossary )
“It looked like Kindrik Partners were the best lawyers for startups,” says Rohit.
“It was clear from the content that was available online that it was their area of expertise. When I eventually needed to bring in a lawyer to help with my round, I reached out.”
on the series A round
Pixibo already had several angel investors prior to their series A round in 2018, but the startup did not have any VCs on board, so the experience was new.
“We had VPs from Google who invested at an early stage, as well as strong private angel investors. But this was the first institutional round, and it felt very different.”
A big learning was how much longer the process took. “I thought you’d just go out to market, pitch, and then get them to sign. I eventually came to understand the level of process that institutional investors require, and how this stretches out the timeline.”
“There’s a great level of detail required. From investor interest to the term sheet to drafting the shareholder’s agreement, share subscription agreement and the whole nine yards, to signing, to getting money in the bank… it can take a long time!”
Fortunately, runway was less of a concern for Pixibo. “We weren’t in a rush. We had revenue, so there was no immediate need to get funding in”, says Rohit. “We already had a recurring revenue from our licence fees we were charging. That started conversations for us with investors, too.”
working with kindrik partners
Rohit found working with Kindrik Partners and partner Lee Bagshaw provided a lot of value during the capital raising process.
“Working with Lee was great. He was very responsive to my requests and concerns and was always happy to get on a call if need be to walk through things with me.”
Kindrik Partners’s experience in capital raising in Southeast Asia was also an asset to Pixibo.
“As a first time founder, sometimes you’re like wait, hang on, why is that in there? Lee was invaluable in these situations. He understood what terms were negotiable and what terms weren’t, and was instrumental during all of the back and forth with investors.”
tips for founders embarking on their A round
Rohit has a few tips for those entrepreneurs who are considering going out to do their series A round.
- start out 6 -8 months before you need the capital: especially if it’s your first institutional round (it gets easier with a follow-on round, because you’ll have existing investors to help you get your foot in the door).
- consider a rolling close: since you’re looking for investors who are the right fit in a long-term partnership, having a rolling close allowed Pixibo to get the money in the bank from the investors who were committed, while continuing to find the perfect fit to close out our round.
- beware the temptation to think that any money will do: in the beginning, the temptation is to look for anyone with a cheque book, but then you get smarter. Find the VC’s thesis and their sweet spot, and get smarter at looking at their portfolio to see if you fit in. Who will be interested in your story?
- don’t raise too soon: Traction is important. Wait until you’re in a strong position to raise, if you can. In our case, as we’re B2B, we had clear proof points that our product works, solves a real problem for online retailers and that they are willing to pay us for it. Investors will want to see that you have put in the hard work and that capital will accelerate growth.
- have a plan for the money. You have to articulate why you need capital now, and how it will help your business.
what’s to come for pixibo
The future is bright for Pixibo, and Rohit is looking ahead to expand into new markets. “The most exciting thing about us is that we’re location agnostic. The problems retailers have in Singapore are the same ones that they have in Sydney. The opportunity is massive.”
[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]
Auckland based startup 90 Seconds is the world’s leading cloud video production platform, allowing brands to purchase, plan, shoot, edit and review video anywhere in the world, online and on mobile.
Tim Norton, Founder and CEO, and Richard Chew, CFO, recently talked to us about 90 Second’s Series A capital raise and how they have found working with Kindrik Partners.
the 90 seconds story
Tim has been building tech companies for the last 14 years from SaaS to video platforms. It was after founding a media company that profiled the startup community through print and video, that Tim realised how hard it was to create videos. He says that the process was varied, it was difficult to shoot between countries and despite the fact that online video content was growing in popularity, professional videos were not easy to make.
This led to Tim’s idea to connect people around the world in order to create professional videos. 90 Seconds was launched in 2010, with Tim and one other developer creating online video production tools, off the back of seed and angel investment.
The concept and tools grew, and Tim managed to solve his previous issues through the creation of a cloud-based platform, which lets users handle almost every part of the video production process in one place. Brands can purchase, plan, shoot, edit and review video from the platform anywhere in the world, online and on mobile.
It was always part of Tim’s vision to build a truly global company, so two years in Tim began to establish a presence in Japan, Singapore, Australia, on top of NZ and the UK. The company became profitable in 2014 and Richard also joined as CFO. In 2015, Tim decided to hire a Head of Talent and they grew from 20 to 78 people in under a year. They then secured NZD$11m through their Series A capital raise led by Sequoia in 2016.
90 Seconds have now worked with more than 1000 brands including Google, Barclays, PayPal, Visa and Sony to produce over 10,000 high quality, fast, easy and affordable videos, in 70 countries.
The company has a global team working across Singapore, London, Tokyo, Manila, Sydney and Auckland, and they hope to open new offices in San Francisco, New York, Hong Kong and Berlin going forward.
Tim thinks that 90 Seconds has just scratched the surface of the global opportunity for cloud-based video production. They will continue to focus on their global growth and make video production even faster, as fast as Uber, publishing professional videos within anywhere between 24 hours to two to 3 weeks, no matter in the world the video creators are. They also plan to continue to develop the mobile version of their software so clients can manage every part of the production process on their tablets or smartphones.
challenges
Tim and Richard both agree that talent acquisition and management is the key to ensuring the success of 90 Seconds, as well as scaling growth at the right time. Tim says that we always need to hire as the business continues to grow, finding the right people to do the job within budget, is definitely an art.
There is definitely competition in the industry which comes in two types. The first being companies who have been around for the same time or longer than 90 whose established business practice. The second is startups, who have the speed and agility to move quickly and innovate. However, Tim says 90 Seconds has a unique position given their stage of growth. They not only understand the industry and are experienced enough to compete with established business but they are also nimble enough to compete with new ones, having the capacity to completely revamp their current product.
working with kindrik partners
Tim and Richard have both worked with lawyers throughout their careers and had varied experiences, prior to their first capital raise, 90 Seconds brought lawyers in get the job done and keep legal costs at a minimum.
They were recommended Kindrik Partners by Sequoia, the key investor leading the capital raising process, who have invested in a number of the world’s leading tech companies including Apple, Google, YouTube and Airbnb. Lee Bagshaw’s was the lead partner for the deal given his background in fund raising for global startups and extensive experience negotiating deals with Sequoia.
The 90 Seconds team worked closely with Lee and Chris Wilson on the intricate transaction which involved a re-domicile, re-structure and Series A all rolled into one, as well as a broad range of investors, from publicly listed companies, venture capital firms and private investors such as SKY TV New Zealand, Airtree Ventures, Beenext and Oleg Tscheltzoff founder of Fotolia.
Tim describes the process as being much longer than he expected, taking 6 months. He says it was like a giant Jenga of risk, investors and issues to manage and at times he was keen to concede on points to move the deal on. However, he says Lee kept them focused on the key issues and eventually they nailed it, and got a deal far better than I expected with Tim feeling more powerful as a founder and entrepreneur through Lee’s advice. Richard also notes that Lee’s knowledge and experience with Sequoia was completely invaluable.
Tim and Richard both agree that this process showed how important it is to partner with lawyers who have hands on experience in dealing with the legal and commercial complexity of capital raising for a global company. Tim notes that when you work with a range of investors on a global deal, you need a legal partner to get the deal done and Kindrik Partners provided the best advice which got them a big outcome.
summing up
90 Seconds are an inspiring example of a company with humble NZ beginnings, demonstrating a fast-growing and rapidly scaling business model, as well as attracting major technology investment players.
Sequoia’s backing shows that big US VCs now view New Zealand startups as global opportunities. Kindrik Partners will be closely watching 90 Seconds continue its rapid growth to become a significant global player.
Explore 90 Seconds.
[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]
Malaysian point of sale (POS) startup StoreHub is on a mission to help businesses execute better, through innovative technology and great design.
Wai Hong Fong, StoreHub CEO and co-founder, recently talked to us about his company and how he has found working with Kindrik Partners on their Series A capital raise.
the storehub story
Wai Hong refers to himself as an accidental entrepreneur. Most of his family are professionals and he says that it was a combination of kind of stumbling into opportunities plus being frustrated with a problem and wanting to solve it, which led him to where he is today.
After completing his BA in arts, media and philosophy at the University of Melbourne, he co-founded and became Managing Director at OZHut a lifestyle online retailer, where he did everything from writing code, web development and design, search engine optimization and even running the packing tables at the warehouse.
After 5 years at OzHut, he moved to China to study Mandarin and met a friend running a small retail store who asked him to look at his POS given Wai Hong’s e-Commerce background. He realised how terrible it was and not only wanted to help his friend fix this but other small to medium businesses that required offline and online sales support.
Wai Hong knew that the iPad POS was taking off in the US but there were no alternatives in Asia. With the belief that it was time for technology to revolutionise the traditional POS industry in Asia, and to help build better businesses, he co-founded StoreHub in 2013, along with current Chief Technology Officer, Congyu Li.
In the first 12 months of development, they bootstrapped the company then received a small investment from an angel investor, as well as a grant from Malaysia’s Cradle Fund. Wai Hong says that this initial funding allowed them to grow their product quickly and we’ve been cashflow positive and profitable since late 2015.
StoreHub is now a cloud-based iPad POS with inventory management, reporting and CRM, accessed via a mobile responsive backend, with over 850 retail stores paying a monthly subscription and customers in Malaysia, Philippines, Thailand and Indonesia.
In addition to the POS product offering, StoreHub supports its product with exceptional customer service based on the business to consumer experience which is not commonly offered by the industry.
In 2016, StoreHub announced a partnership with Malaysia-listed payments giant GHL Systems to deliver a fully integrated mobile point of sale (mPOS) credit card terminal and iPad POS solution. They also secured USD$850k in their Series A capital raising round from 500 Startups, as well as investors in China, Singapore and Malaysia.
Wai Hong says that StoreHub now plans to grow at least another 5 times its current size in the next year, add complementary products to their core offering and also enter new South East Asian markets, such as Thailand and Philippines.
challenges
Wai Hong notes that the biggest challenge for StoreHub is hiring and managing people, especially on a shoestring budget, talent acquisition and management is key.
The POS market is also highly competitive however StoreHub manages to differentiate because of their broad offering and leveraging their customer service focus which is generally seen as an afterthought in the industry. Being product and tech obsessed has also helped them stay ahead of the pack.
working with Kindrik Partners
Wai Hong primarily dealt with lawyers for the angel investment which involved local lawyers but it unfortunately turned out to be a painful and expensive experience.
He was then introduced to Kindrik Partners partner Lee Bagshaw through former Kindrik Partners lawyer, now investment analyst at tech VC Monks Hill, Lucy Luo. Lee supported StoreHub through the Series A capital raising, including drafting all of the documents which is unique for a deal like this, as investors usually provide the first round of documents.
Wai Hong says that it was our first serious cap raise and it was a refreshing experience given the angel investment round, knowing if I had an issue I would be getting sound advice. It made a huge difference that Lee thoroughly understood the South East Asian venture capital landscape, particularly as they had to negotiate with the investors.
Given Lee really understood StoreHub’s business, Wai Hong would work with him again on further corporate governance work like an Employee Share Options Scheme. He has also recommended both Kindrik Partners and Lee to a whole bunch of startups.
He says not only was Lee fast at delivering the work which helped StoreHub maintain their professionalism with investors, but he gets the space, market standards and provides valuable industry insights. Wai Hong thought Lee’s wealth of experience showed specifically when he advised on the all important term sheet, his advice and guidance was spot on.
Wai Hong also thinks that the Kindrik Partners Templates are also pretty cool, providing good information and learning points, and are a good starting point for legal work.
summing up
StoreHub’s growth is a testament to the company’s commitment to building a product and providing outstanding customer service. Kindrik Partners can’t wait to see what Wai Hong and the team have planned for their ambitious next steps.
Explore StoreHub.
[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]
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latest news from kindrik partners
Kindrik Partners advised VC firm Illuminate Financial on its investment in Singapore-based AI-driven data processing and automation company bluesheets. Illuminate led the US$6.5 million series A round. Other returning investors included Insignia Ventures Partners, Antler Elevate, and 1982 Ventures.
Illuminate invests in B2B fintech and enterprise software companies that build solutions for the financial services industry. Backed by global financial institutions such as Citi, JP Morgan, Barclays, Jefferies, Singapore Exchange Group, and BNY Mellon, Illuminate uses its extensive network and industry knowledge to help their portfolio companies achieve their full potential in addition to providing capital.
bluesheets offers AI-driven data processing and workflow automation software that helps businesses digitise and automate their bookkeeping processes. It plans to use the funds to further enhance its AI capabilities and accelerate growth in key APAC markets, including Singapore, Thailand, ANZ, and Hong Kong.
We’re happy to have advised Singapore-based synthetic data company Betterdata on an oversubscribed seed round of $1.65 million, led by Investible.
The company was founded in 2021 by Dr. Uzair Javaid and Kevin Yee and allows clients to share data faster and more securely in compliance with stricter data privacy regulations being introduced around the world. Betterdata uses generative AI to convert real data into synthetic data that looks, feels, and behaves like real datasets. These synthetic datasets retain the structure and correlations of the original data while eliminating the privacy and security concerns that come with holding and sharing sensitive data.
Betterdata plans to use the funding to publicly launch its product, hire more staff as the company scales, and improve its technology stack, with the aim of providing support for single-table, multi-table, and time-series datasets. The company also plans to expand across the Asia-Pacific region over the next two years.