2. Company
State of incorporation * Select AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY
Headquarters state Select AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY
Year founded
Sector * Select AI and machine learning Developer tools and infrastructure Fintech Enterprise software Healthcare technology Climate and energy Consumer Hardware and robotics Defense and government tech Other
What the company does, in one or two sentences *
3. QSBS checklist
Check each item you can attest to in good faith, to the best of your knowledge. If you’re unsure about any of them, confirm with counsel before submitting. This is your attestation, not ours, and it isn’t a guarantee of any investor’s tax outcome.
Domestic C corporation Incorporated in the US and taxed as a C corp (not an LLC, S corp, or foreign company). Under the gross asset limit Aggregate gross assets at or below $75M before and immediately after this round ($50M for stock issued on or before July 4, 2025). Qualified trade or business Not primarily in health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting, athletics, financial services, brokerage, banking, insurance, financing, leasing, investing, farming, mining or extraction, or hotels and restaurants, and not a business whose principal asset is the reputation or skill of its people. Active business At least 80% of assets (by value) used in the active conduct of the business, and you expect that to hold for at least the next six months. Limited real estate and portfolio holdings No more than 10% of assets in real estate not used in the business, and no more than 10% in stock or securities of other companies. No disqualifying redemptions No significant stock buybacks from founders, employees, or investors in the periods that can disqualify new issuances. Ask counsel if you’ve repurchased any shares in the last two years. Original issuance for cash Investors in this round buy newly issued shares directly from the company for cash. Cooperation You’ll answer reasonable investor questions about QSBS status and provide supporting information when asked.
4. The round
Stage * Select Pre-seed Seed Series A Series B Series C or later
Security * Select Preferred stock Common stock SAFE Convertible note Other
SAFEs and convertible notes may not count as stock for a 60-day rollover. Rollover investors will likely ask for priced equity.
Key terms Liquidation preference, pro rata, board seats, anything notable
Offering exemption * Select Rule 506(b) Rule 506(c) Other Not sure yet