How to use Deal Room

What it is

Deal Room is the regulated equity marketplace at /deal-room/. It runs under two SEC Nigeria licences in parallel — Crowdfunding Rules 2021 (Lane A, retail-open MSME raises) and Digital Assets Offering Platform Rules 2022 (Lane B, qualified-only private placements) — and routes every deal automatically into the correct lane based on the issuer's SMEDAN caliber.

Mechanically: an issuer creates a deal, the platform routes it into Lane A or B, structures it inside one of seven legal wrappers (CSAFE, Convertible Note, Equity Subscription, PPM, Commercial Paper, Bond, Revenue Share), and opens subscription. Investors verified at the right KYC tier subscribe in NGN; cash holds in a bank-escrow account (Stanbic IBTC, UBA, Access, Zenith); on close, agreements file to the Data Vault and money releases to the issuer.

Who it's for

Deal Room serves three personas with different default screens:

• Issuers — SMEs raising under ₦100M (Lane A), or listed corporates raising via private placement (Lane B). Issuers see a deal-management workspace centred on the lifecycle strip.
• Investors — verified individuals or institutions subscribing to live raises. The default screen is the deals board (/deal-room/room/deals.html), filtered by what your KYC tier permits.
• Fund managers (GPs) — running multi-asset positions, raising follow-on capital, or syndicating deals. GPs operate in the same product, but typically across multiple linked vehicles.

If your goal is to manage an existing portfolio and serve LP reporting, that's the LP Portal — Deal Room handles the raise, LP Portal handles the relationship that comes after.

Investor onboarding

The onboarding flow at /deal-room/onboarding.html takes about four minutes for individuals and longer for corporates (manual review by the compliance desk). Steps:

1. Identity capture — NIN + BVN + a selfie. The platform pings NIMC and NIBSS live; you'll see a green check or a remediation reason within seconds.
2. Account type — Individual or Corporate. Corporate adds CAC certificate, board resolution, and beneficial-owner declaration.
3. Verification plan — there is no free tier. Pick monthly (₦110k / $70 individual; ₦235k / $150 corporate), quarterly (10% off), or annual (20% off).
4. KYC tier attestation — choose Tier 1, 2, or 3 based on your assets and income. See the table below.
5. Trading PIN — set a 6-digit PIN distinct from your password. The PIN gates every subscription, Vault access, and corporate action.

KYC tiers explained

Tiers gate how much you can subscribe per deal and per year. The platform enforces caps at submission — you literally can't input a number above your tier's max.

Upgrades happen inside the product — go to Settings → KYC, upload the additional documents, and a compliance officer reviews within 48 hours. You stay live at your current tier during review.

Listing a deal (issuer flow)

Issuers create deals through a wizard that auto-routes the deal into the correct lane and wrapper based on SMEDAN caliber. Open /deal-room/setup.html and follow:

1. Issuer caliber — headcount, total assets, years in operation, listing status. The platform classifies you as Nano / Micro / Small / Medium / Large / Corporate.
2. Lane routing — Nano/Micro/Small/Medium → Lane A (Growth Capital). Large/Corporate → Lane B (Private). The wizard explains why and what it changes.
3. Wrapper selection — Lane A options: CSAFE, Convertible Note, Equity Subscription. Lane B options: PPM, Commercial Paper, Bonds, Revenue Share. Each has a primer link.
4. Terms — target raise, min check, valuation cap (CSAFE only), discount (Note only), coupon and maturity (Bond / Commercial Paper).
5. Disclosures — upload offering memorandum (Lane B) or campaign deck (Lane A), 3-year audited financials, board resolution authorising the raise.
6. Compliance review — the deal enters status Under Review. A compliance officer scores it on completeness and either approves to Live or returns it to Compliance Hold with reasons.

Subscribing to a deal

From the deals board, click any Live card to open the deal detail at /deal-room/room/deal.html?id=<id>. The detail page shows:

• Snapshot strip — committed / target, % subscribed, allocation tier, days to close.
• Tabs — Overview, Diligence pack, Q&A, Subscribers (anonymized), Activity log.
• Subscribe panel — your tier cap is shown next to the input. Type a check size, see the projected ownership %, and click Reserve.

The subscription flow itself is:

1. Reserve. The platform holds your spot in the allocation queue for 30 minutes while you confirm.
2. Review the agreement. The CSAFE / Note / Subscription PDF renders inline. Read it; tick the disclosures.
3. Pay into escrow. Choose bank transfer or card (Paystack). The funds land in the deal's escrow account (Stanbic IBTC, UBA, Access, or Zenith) — never on platform balance sheet.
4. Sign with PIN. Your 6-digit trading PIN signs the agreement digitally. A signed copy files immediately to your Data Vault.

Issuer countersigns at close

When the deal hits its allocation target (or scheduled close date, whichever first), it moves to Closing. The issuer now has 72 hours to countersign:

1. Review final cap table. The platform produces the post-money cap table reflecting every accepted subscription. Issuers can reject specific subs (rare; only for compliance reasons) — rejected investors are refunded automatically.
2. Countersign master agreement. A single signature on the wrapper document binds the issuer to every investor agreement filed under it.
3. Escrow release. NIBSS releases cash from escrow to the issuer's nominated account in T+1. The platform takes its 2.5% (Lane A) or 1.5% (Lane B) facilitation fee from the escrow before release.
4. Status flips to Active. The deal moves to Post-Close and the issuer now has post-close reporting obligations.

Post-close reporting

Once Active, the issuer files quarterly updates inside Deal Room's workspace. The platform sets the cadence based on wrapper:

For investors, post-close reporting appears in your Portfolio tab. The platform notifies you when the issuer files; your share of distributions auto-credits to your linked bank account. Tax receipts (FIRS-format) file to your Vault each January.

If you're a fund manager serving LPs of your own, this same data feeds the LP Portal — each subscription becomes a position in your fund vehicle, which is then surfaced to your LPs via the LP-side view.

Glossary

Frequently asked