AI startup Singapore fundraising readiness checklist for holding company, cap table and investor due diligence

Fundraising due diligence rarely begins and ends with the pitch deck.

Investors may be attracted by the technology, market opportunity and growth plan, but they will also examine whether the startup’s ownership, corporate records, intellectual property, financial information and regulatory position support the story being presented.

For a Singapore AI startup, fundraising readiness means being able to connect every material statement to consistent evidence. The holding-company structure should have a clear commercial purpose, the cap table should reconcile with signed documents and statutory records, and the company should be able to demonstrate how its technology, data and other intellectual property are owned and used.

What Does Fundraising Readiness Mean?

A fundraising-ready startup does not need to be free of every issue. It should, however, know what its material issues are, who is responsible for resolving them and what information must be disclosed to prospective investors.

A practical readiness review should answer three questions:

1. Is the proposed investment structure clear?
2. Can the company substantiate its ownership, technology and financial claims?
3. Are unresolved issues identified before investors discover them?

The following table provides an initial overview.

Workstream	Key investor question	Evidence to prepare
Group structure	Which entity will receive the investment?	Group chart, entity records and explanation of each company’s role
Capitalisation	Who owns the company on a fully diluted basis?	Cap table, statutory records, allotment documents and transfer records
Equity commitments	What future dilution already exists?	Option records, convertible instruments, warrants and equity promises
Governance	Were major decisions properly authorised?	Board and shareholder resolutions, constitution and shareholders’ agreement
Intellectual property	Does the company own or control the technology?	IP assignments, employment terms, contractor agreements and licences
Commercial position	Do contracts support the revenue and growth claims?	Customer, supplier, partnership and technology agreements
Financial position	Do the accounts explain how funding has been used?	Management accounts, bank records, budgets and related-party schedules
Compliance	Are material tax, employment and regulatory matters addressed?	Filing records, payroll records, licences, policies and professional reviews
Data room	Can investors find reliable and current information?	Indexed folders, document owners, version controls and an issue log

1. Define the Role of the Singapore Holding Company

The first question is usually not whether the group has a Singapore company. It is what that company actually does.

A Singapore holding company may own subsidiaries, receive investment, employ regional personnel, hold intellectual property or enter into commercial contracts. These functions should not be assumed merely because the entity appears at the top of a group chart.

Founders should document:

• Which entity will issue securities to investors
• Where the operating companies are located
• Which entity employs founders and key personnel
• Which entity owns or licenses the technology
• Where customer and supplier contracts are signed
• How funds will move between group companies
• Whether intercompany services, loans or licences are documented
• Where board and management decisions are made

If the Singapore entity has limited activity, the company should be able to explain why it is the appropriate fundraising vehicle and how its role is expected to develop.

A complex structure without a clear operating rationale may create more questions than confidence.

2. Reconcile the Cap Table with Corporate Records

A cap table spreadsheet is a management tool. It is not, by itself, conclusive evidence of legal ownership.

Before opening a fundraising round, the company should reconcile the cap table against:

• ACRA company information
• The company’s electronic register of members
• The constitution
• Share subscription agreements
• Share-allotment filings
• Share-transfer documents
• Board and shareholder approvals
• Share certificates, where applicable
• Existing shareholders’ agreements
• Any side letters affecting ownership or investor rights

For Singapore private companies, changes involving share allotments and ownership should be properly reflected in the company’s records and required filings. ACRA’s guidance explains the relevant processes for share transactions and the maintenance of company registers.

The legal records, signed agreements and cap table should tell the same story.

What Should a Fully Diluted Cap Table Include?

Depending on the startup’s history, the fully diluted cap table may need to account for:

• Issued ordinary and preference shares
• Employee share options
• Unallocated employee option pools
• Advisor equity
• Warrants
• Convertible notes
• Simple agreements for future equity or similar instruments
• Shares promised but not yet formally issued
• Anti-dilution or conversion adjustments
• Side arrangements affecting ownership

Founders should model the proposed financing under different conversion and dilution scenarios. Investors may calculate dilution differently if the financing documents, option pool and cap table are not aligned.

3. Record Informal or Uncompleted Equity Promises

Early-stage companies frequently make equity commitments before building a formal approval and documentation process.

Examples may include:

• Options promised in an offer letter
• Founder equity discussed but not formally allotted
• Advisor shares agreed through email
• Contractor compensation partly payable in equity
• Convertible instruments that have not been entered into the cap table
• Option-pool increases discussed but not approved
• Side letters granting additional rights

These arrangements should not be omitted simply because the legal paperwork is incomplete.

The company should record each commitment as an open item, determine whether it is legally binding and obtain the necessary corporate and legal review. Attempting to resolve undisclosed equity claims during investor due diligence can delay the round and damage confidence in the company’s records.

4. Review Shareholders, Controllers and Nominee Arrangements

Investors may need to understand both legal ownership and ultimate control.

The company should review:

• Current legal shareholders
• Ultimate beneficial ownership
• Registrable controllers
• Nominee shareholders, if any
• Nominee directors, if any
• Voting arrangements
• Founder control rights
• Reserved matters
• Security interests over shares
• Any trust or custody arrangements affecting ownership

Singapore companies may be required to maintain registers relating to registrable controllers and nominee arrangements, depending on the circumstances. These records should be accurate, current and consistent with the company’s wider ownership narrative.

Unclear nominee or beneficial-ownership arrangements should be addressed before investor onboarding and KYC checks begin.

5. Confirm Corporate Approvals and Governance

A transaction may appear in the accounts or cap table without having been properly approved.

The company should check whether the relevant board or shareholder approvals exist for:

• Share issuances and transfers
• Convertible instruments
• Employee option plans
• Material borrowing
• Security granted over company assets
• Major commercial agreements
• Intellectual-property transfers
• Related-party transactions
• Changes to directors or shareholders
• Changes to the constitution
• Previous fundraising rounds

The review should also identify conflicts of interest and transactions involving founders, directors, shareholders or related companies.

ACRA states that directors remain responsible for ensuring that the company keeps proper accounting records and presents financial information appropriately, even where accounting work is outsourced. Its current guidance on directors’ duties and financial-reporting responsibilities should be considered when assessing governance readiness.

6. Establish Ownership of the Technology and IP

For an AI or deep-tech startup, intellectual-property ownership can be one of the most important areas of investor due diligence.

The review should cover more than patents and trademarks. It may need to include:

• Source code
• Algorithms and software architecture
• AI models and model weights
• Training and evaluation datasets
• Product documentation
• Confidential processes and trade secrets
• Patents and patent applications
• Trademarks, domain names and brand assets
• Research results
• Technical designs
• Third-party software and open-source components

The company should establish who created each material asset and under which agreement.

Founder, Employee and Contractor Assignments

Founders should review whether IP was created:

• Before the company was incorporated
• While working for a former employer
• During university or research-institution projects
• Under a consulting or contractor arrangement
• Through collaboration with another company
• Using third-party data, software or infrastructure

Employment, contractor and founder agreements should contain appropriate confidentiality and IP provisions. Separate assignment documents may be required where ownership did not automatically vest in the intended company.

IPOS notes that copyright ownership can depend on the circumstances of creation and the contractual relationship between the parties. Clear written agreements are therefore important when assigning or licensing intellectual property. See the IPOS guidance on copyright ownership and commercialisation.

Open-Source Software and Third-Party Technology

The company should also maintain an inventory of material third-party components, including:

• Open-source libraries and their licences
• Commercial APIs
• Foundation models
• Cloud and AI infrastructure
• Licensed datasets
• University or research licences
• Software incorporated into customer-facing products

The review should identify licences that impose disclosure, attribution, redistribution or commercial-use restrictions.

7. Test Whether Commercial Contracts Support the Pitch

Investors may compare statements in the pitch deck with signed customer and supplier agreements.

The company should review material contracts for:

• Contracting entity
• Revenue terms
• Renewal and termination rights
• Service levels
• Exclusivity
• Most-favoured-customer provisions
• Intellectual-property ownership
• Data-processing responsibilities
• Liability and indemnity provisions
• Assignment and change-of-control restrictions
• Geographic limitations
• Regulatory dependencies

Claims about recurring revenue, customer retention, strategic partnerships or exclusive access should be supported by the underlying contracts.

A memorandum of understanding, pilot agreement and binding long-term customer contract should not be presented as though they carry the same commercial certainty.

8. Prepare Reliable Financial and Funding Records

The financial records should explain how the company has operated and how previous funding has been used.

The due-diligence package may include:

• Historical financial statements
• Current management accounts
• Bank reconciliations
• Revenue and expense breakdowns
• Accounts receivable and payable
• Cash-flow forecasts
• Current runway
• Budget for the proposed funding
• Grant and subsidy records
• Founder and shareholder loans
• Related-party transactions
• Intercompany balances
• Major capital expenditure
• Outstanding liabilities and commitments

Accounting records should reconcile with bank transactions, contracts and tax filings. Material differences should be investigated rather than explained informally during investor meetings.

The company should also distinguish between confirmed revenue, contracted revenue, pipeline value and management forecasts.

9. Review Tax, Employment and Regulatory Matters

The scope of this review will depend on the company’s activities and jurisdictions.

Tax

The company should examine:

• Corporate income-tax filings
• Estimated Chargeable Income filings
• GST registration exposure
• Withholding-tax obligations
• Cross-border payments
• Transfer pricing and related-party arrangements
• Employee compensation
• Research and development claims
• Tax treatment of grants and incentives

IRAS generally requires Estimated Chargeable Income to be filed within three months after the end of the financial year unless an applicable waiver or concession applies. See the IRAS guidance on ECI filing.

Where the startup intends to claim R&D deductions or incentives, it should maintain technical and financial evidence showing the nature of the work and the company’s role in funding and commercially exploiting the results. See the IRAS guidance on R&D tax measures.

Employment

Employment readiness may include:

• Written employment terms
• Payroll and salary records
• CPF obligations
• Leave and benefits records
• Work-pass status
• Bonus and commission arrangements
• Employee option documentation
• Confidentiality and IP provisions
• Contractor classification

MOM requires employers to maintain prescribed employee and salary records. Its current guidance is available under employment records.

Regulatory Position

An AI company should determine whether its actual business activities enter a regulated area.

Additional review may be required where the product involves:

• Payments or stored value
• Lending or credit
• Investment or financial advice
• Capital raising or securities
• Digital assets
• Healthcare or medical decisions
• Employment screening
• Identity verification
• Consumer profiling
• Sensitive or large-scale personal data

Incorporating a Singapore company does not itself authorise the company to conduct a regulated activity or offer securities without considering the applicable legal requirements.

10. Assess Data Protection and AI Governance

AI due diligence increasingly includes questions about how data is obtained, processed, transferred and used.

The company should be able to explain:

• What personal and non-personal data it collects
• Where training and evaluation data came from
• The legal and contractual basis for using that data
• Whether data is transferred outside Singapore
• Which vendors and model providers receive data
• How long data is retained
• How access is controlled
• Whether individuals can exercise applicable rights
• How incidents and data breaches are handled
• How model performance and product claims are tested

The organisation should also identify its Data Protection Officer and maintain appropriate policies, notices and security controls. PDPC provides an overview of Singapore’s data-protection obligations and specific guidance on the use of personal data in AI systems.

11. Build an Investor-Ready Data Room

A data room should be built before investor requests begin, not assembled reactively after access has been granted.

A practical folder structure may include:

Folder	Typical contents
Corporate	Constitution, entity records, group chart and registers
Capitalisation	Cap table, allotments, transfers, options and convertible instruments
Governance	Board minutes, shareholder resolutions and approval records
Financial	Statements, management accounts, bank records, budgets and forecasts
Tax	Returns, computations, correspondence and supporting schedules
Intellectual property	Assignments, registrations, licences and open-source records
Commercial	Customer, supplier, partnership and technology agreements
Employment	Employment agreements, contractor records and option documents
Data and compliance	Privacy policies, data maps, security controls and regulatory reviews
Fundraising	Pitch materials, term sheets, previous investment documents and use-of-funds plan

Each folder should have an owner and reviewer. Documents should be dated, indexed and subject to version control.

The company should also maintain a record of:

• Missing documents
• Conflicting information
• Expired agreements
• Required approvals
• Specialist-review dependencies
• Disclosure points for investors
• Target resolution dates

12. Use an Open-Issue Register

Missing information should be recorded as a gap rather than replaced with an assumption.

A useful issue register should include:

Field	Purpose
Issue	Clear description of the gap or inconsistency
Risk level	Critical, high, medium or low
Relevant workstream	Corporate, cap table, IP, tax, employment or another area
Owner	Person responsible for resolving it
Required action	Document, approval, correction or professional review needed
Investor impact	Whether disclosure or transaction-document protection may be required
Target date	Expected resolution date
Status	Open, under review, resolved or accepted for disclosure

Not every issue must be completely resolved before fundraising. Material issues should, however, be understood and managed before investors discover them independently.

Common Fundraising-Readiness Mistakes

AI founders should avoid:

• Treating the cap table spreadsheet as the definitive ownership record
• Excluding promised or unissued equity from dilution calculations
• Assuming all founder and contractor IP automatically belongs to the company
• Placing a Singapore entity at the top of the group without defining its role
• Allowing the pitch deck to overstate customer or partnership commitments
• Mixing founder expenses with company expenditure
• Leaving related-party transactions undocumented
• Uploading inconsistent document versions to the data room
• Waiting for an investor request before investigating regulatory exposure
• Describing unresolved issues as completed work

A Practical Pre-Fundraising Process

A structured readiness exercise can follow five stages:

1. Map the transaction: Identify the investment entity, group structure and expected securities.
2. Collect the evidence: Assemble corporate, cap-table, IP, financial, tax and commercial records.
3. Reconcile the records: Compare spreadsheets and management reports against signed documents and statutory information.
4. Record the gaps: Assign an owner, reviewer, priority and target date to every unresolved issue.
5. Prepare disclosure: Determine which issues must be corrected, explained or addressed through the transaction documents.

This process should begin before the formal investor data room opens.

How We Can Support

At Jenga Anderson Global Singapore, we support corporate structuring, governance, accounting, tax and coordinated fundraising-readiness workstreams within an agreed scope.

We can help clients:

• Map the Singapore company’s role within the wider group
• Coordinate corporate-record and cap-table reconciliation
• Review accounting and tax-document readiness
• Organise due-diligence workstreams and document ownership
• Build open-issue and implementation trackers
• Coordinate IP, employment and regulatory dependencies
• Prepare an orderly and traceable data-room process

We coordinate these workstreams through our internal delivery model. We also use Jenga Board to give clients clearer visibility over responsibilities, progress, unresolved issues and cross-jurisdiction dependencies.

Where legal opinions, investment documents, IP ownership advice or regulated-activity analysis are required, we coordinate with appropriately qualified advisers.

Frequently Asked Questions

Is a cap table spreadsheet sufficient for investor due diligence?

No. The cap table should reconcile with the company’s statutory records, signed subscription documents, share allotments, transfers, option documents and convertible instruments.

Should a Singapore holding company own all the startup’s IP?

Not automatically. The appropriate owner depends on the group’s operating model, research arrangements, commercial contracts, financing plans, tax position and regulatory requirements. The chosen structure should be documented and commercially supportable.

Should unissued or informally promised equity appear in the cap table?

Potential dilution should be disclosed in the fully diluted analysis even where documentation remains incomplete. The underlying commitment should also be reviewed and formally resolved.

When should an AI startup build its investor data room?

The core data room should be organised before active investor due diligence begins. This gives the company time to identify inconsistencies without delaying negotiations.

Does fundraising due diligence always require audited financial statements?

Not necessarily. The requirement depends on the investor, transaction, company size and applicable legal or reporting obligations. Even where an audit is not required, the financial information should be complete, consistent and supported by accounting records.

What should founders do if corporate records conflict with the cap table?

The conflict should be recorded immediately and reviewed against the underlying approvals, agreements and statutory records. Founders should not silently amend the spreadsheet without determining which record is incorrect.

Can a Singapore startup raise capital without issuing a prospectus?

Singapore law contains exemptions that may apply to particular offers, but their availability depends on the structure and circumstances of the fundraising. The company should obtain appropriate legal advice before approaching investors or circulating investment materials.

Prepare the Evidence Before Opening the Round

Fundraising readiness is not about creating a perfect data room. It is about ensuring that the company understands its structure, can substantiate its claims and has a controlled process for resolving material gaps.

If you are preparing a Singapore AI startup for investor due diligence, contact us to discuss your holding-company structure, cap-table evidence and wider fundraising-readiness workstreams.