Fundraising
Pre-Series A for Stealth AI Robotics Startup
$8M
Amount Raised
4
Investors
Singapore
Market
4 weeks
Timeline
The Challenge
What Our Client Faced
A stealth-mode AI robotics startup founded by two former Dyson engineers approached us three weeks before their target close date for a $8M Pre-Series A round. The company had verbal commitments from four investors — two Singapore-based angel syndicates, one Japanese corporate venture arm, and one US-based deep-tech VC fund. The founders had been using a standard Y Combinator SAFE template without modification, which created several issues under Singapore law: the SAFE's conversion mechanics referenced Delaware share classes that did not exist under the company's Singapore constitution; the most-favored-nation clause was drafted for US securities law and did not map to Singapore's framework; and the SAFE did not address ACRA filing requirements or Singapore stamp duty implications. Additionally, the company's IP was partially developed during the founders' previous employment at Dyson, and while both founders had left cleanly, neither had obtained a formal IP release confirming that Dyson had no claim to the technology. The Japanese CVC investor required a side letter with specific governance rights not contemplated in the SAFE, and the US VC fund required the SAFE to include a pro-rata right that was absent from the template.
Our Approach
How We Handled It
We mobilized immediately, recognizing that the three-week timeline required extreme efficiency. During the first week, we drafted a Singapore-adapted SAFE instrument that retained the commercial simplicity of the YC template while addressing all Singapore law issues: conversion mechanics referenced the company's actual share classes as defined in its constitution; MFN clause was adapted for Singapore's regulatory framework; ACRA filing mechanics were included; and stamp duty treatment was addressed with a specific representation. We also drafted investor-specific side letters for the Japanese CVC (with information rights, board observer rights, and a strategic partnership framework) and the US VC (with pro-rata rights and information rights). During the second week, we addressed the IP issue. We engaged a former Dyson in-house counsel (now in private practice) to advise on the founders' employment agreements and Dyson's IP policies. Based on this analysis, we drafted a formal IP declaration by the founders, supported by a detailed technical analysis demonstrating that the company's core robotics AI was architecturally distinct from any Dyson technology. We also obtained informal confirmation from Dyson's legal department that they had no claim — which, while not a formal release, provided sufficient comfort for the investors. During weeks three and four, we negotiated final terms with all four investors simultaneously, managed the signing process across time zones, and coordinated ACRA filings.
The Outcome
Results & Impact
The round closed within four weeks — one week past the original target, which all parties considered acceptable given the scope of issues we resolved. The $8M was deployed in three tranches: $4M at first close, $2M at 30 days, and $2M at 60 days, structured to manage the investors' deployment pace while giving the company immediate access to the majority of the capital. The Singapore-adapted SAFE template we created for this deal has since been adopted as our standard instrument for Pre-Series A rounds, saving significant time and cost for subsequent clients. The IP declaration framework we developed — combining founder representations, technical differentiation analysis, and informal prior-employer confirmation — has become a model for handling similar situations where a formal IP release is not obtainable.
Key Takeaways
Lessons Learned
- YC SAFE templates must be adapted for Singapore law — using them unmodified creates legal risk that surfaces during subsequent rounds.
- IP provenance from prior employment should be addressed proactively, ideally before fundraising begins.
- Multi-investor rounds with different investor types require customized side letters while maintaining a consistent base instrument.
- Tranche-based funding structures can accommodate different investor deployment timelines without delaying the founder's access to capital.
- Speed of execution requires pre-built templates and frameworks that can be rapidly customized.