series-a-spa
Drafts market-standard Series A Stock Purchase Agreements for venture capital financings. Covers preferred stock issuance, rep/warranty packages, indemnification, closing conditions, and securities law compliance. Coordinates with ancillary documents (IRA, Voting Agreement, ROFR/Co-Sale). Use when drafting SPA, stock purchase agreement, Series A financing, preferred stock purchase, venture capital closing documents, or equity financing agreements.
Best use case
series-a-spa is best used when you need a repeatable AI agent workflow instead of a one-off prompt.
Drafts market-standard Series A Stock Purchase Agreements for venture capital financings. Covers preferred stock issuance, rep/warranty packages, indemnification, closing conditions, and securities law compliance. Coordinates with ancillary documents (IRA, Voting Agreement, ROFR/Co-Sale). Use when drafting SPA, stock purchase agreement, Series A financing, preferred stock purchase, venture capital closing documents, or equity financing agreements.
Teams using series-a-spa should expect a more consistent output, faster repeated execution, less prompt rewriting.
When to use this skill
- You want a reusable workflow that can be run more than once with consistent structure.
When not to use this skill
- You only need a quick one-off answer and do not need a reusable workflow.
- You cannot install or maintain the underlying files, dependencies, or repository context.
Installation
Claude Code / Cursor / Codex
Manual Installation
- Download SKILL.md from GitHub
- Place it in
.claude/skills/series-a-spa/SKILL.mdinside your project - Restart your AI agent — it will auto-discover the skill
How series-a-spa Compares
| Feature / Agent | series-a-spa | Standard Approach |
|---|---|---|
| Platform Support | Not specified | Limited / Varies |
| Context Awareness | High | Baseline |
| Installation Complexity | Unknown | N/A |
Frequently Asked Questions
What does this skill do?
Drafts market-standard Series A Stock Purchase Agreements for venture capital financings. Covers preferred stock issuance, rep/warranty packages, indemnification, closing conditions, and securities law compliance. Coordinates with ancillary documents (IRA, Voting Agreement, ROFR/Co-Sale). Use when drafting SPA, stock purchase agreement, Series A financing, preferred stock purchase, venture capital closing documents, or equity financing agreements.
Where can I find the source code?
You can find the source code on GitHub using the link provided at the top of the page.
SKILL.md Source
# Series A Stock Purchase Agreement Drafts a market-standard Series A SPA governing preferred stock sales in early-stage venture financings. Follows NVCA model document conventions unless the term sheet specifies otherwise. ## Prerequisites Gather before drafting: - **Term sheet** — executed, with economic and governance terms - **Cap table** — all outstanding equity, options, warrants, convertibles - **Org docs** — COI, Bylaws, prior financing documents - **Investor details** — legal names, entity types, jurisdictions, addresses - **Transaction specifics** — share count, price per share, aggregate raise, closing structure - **Ancillary agreement terms** — Amended COI, IRA, Voting Agreement, ROFR/Co-Sale - **Due diligence materials** — financials, IP, material contracts, litigation, employment agreements ## Quick Start 1. Search client repository for term sheet, cap table, prior financing docs, correspondence, and org docs 2. Determine: (a) primary-only vs. primary + secondary; (b) single vs. multiple closings; (c) concurrent ancillary agreements 3. Draft articles I–X per the workflow below 4. Run the validation checklist before delivering ## Core Workflow ### Art. I — Definitions & Preamble - Full legal names, entity types, jurisdictions for Company and each Purchaser - If secondary: separately identify each Selling Stockholder - Schedule of Purchasers: name, share count, purchase price - Cross-reference all concurrent Transaction Documents - Verify figures reconcile with aggregate totals ### Art. II — Purchase & Sale - Purchasers severally (not jointly) purchase; Company issues - Payment: wire of immediately available funds; specify account mechanism - Delivery: stock certificates or book-entry; registered in Purchaser names - If multiple closings: deadline, min/max amounts, price parity, extension/termination rights - Shares: validly issued, fully paid, non-assessable - If secondary: parallel transfer mechanics with separate seller delivery obligations ### Art. III — Company Reps & Warranties Draft with disclosure schedules. Fundamental reps (organization, authorization, capitalization) take **no** knowledge or materiality qualifiers. Other reps use knowledge qualifier limited to actual knowledge of named officers after reasonable inquiry. - [ ] Organization & standing (unqualified) - [ ] Authorization — board/stockholder approval, binding obligation (unqualified) - [ ] Capitalization — by class, option pool, no undisclosed equity rights (unqualified; attach schedule) - [ ] No conflicts — COI/Bylaws, contracts, laws; consents obtained - [ ] Financial statements — GAAP, fair presentation - [ ] No undisclosed liabilities - [ ] IP — ownership/licenses, no infringement claims, employee IP assignments - [ ] Material contracts — above threshold, affiliate transactions, no defaults - [ ] Litigation — no pending/threatened actions - [ ] Compliance with laws — employment, environmental, export, anti-corruption - [ ] Tax — returns filed, paid, no audits - [ ] Employee matters — agreements, wage/hour, labor, IP assignments - [ ] Data privacy & security (tech companies) — privacy law compliance, reasonable security, no breaches Define "Material Adverse Effect" excluding general economic/industry conditions and transaction-related changes. ### Art. IV — Seller Reps (Secondary Only) - [ ] Good title, free of liens (except Transaction Documents and securities laws) - [ ] Authority and capacity - [ ] No conflicting agreements or restrictions waived - [ ] Securities law compliance - [ ] No finder's fees payable by Company or Purchasers - [ ] Independent evaluation; reliance on own advisors ### Art. V — Purchaser Reps - [ ] Authority, organization, binding obligation - [ ] No conflicts; all consents obtained (investment committees, LPs, regulators) - [ ] Investment intent — own account, no distribution intent - [ ] Accredited investor status per Rule 501(a) — specify basis - [ ] Non-U.S. purchasers: Reg S or applicable exemption - [ ] Risk acknowledgment — illiquidity, potential total loss - [ ] Transfer restriction acknowledgment — legends, no registration obligation - [ ] ERISA compliance (fund purchasers) ### Art. VI — Covenants **Pre-closing (Company):** Ordinary course; no action without Purchaser consent (specify % threshold): - Amend COI/Bylaws, issue equity (except ordinary-course options), incur debt above threshold - Create liens, acquisitions, material asset dispositions, dividends, affiliate transactions - Change accounting methods, settle litigation above threshold **Ongoing:** - Confidentiality — all parties; 2–3 year survival; standard exceptions - Information rights — annual audited, quarterly unaudited, annual budget, material developments - Share reservation for full conversion - Corporate maintenance — existence, good standing, insurance, compliance - Rule 144 cooperation ### Art. VII — Conditions Precedent **To Purchasers' obligations:** - [ ] Reps true and correct in all material respects at closing - [ ] Covenants performed; no Material Adverse Change - [ ] Delivery: Amended COI (SOS-certified), Bylaws, IRA/Voting/ROFR agreements, stock certificates, legal opinion, officer/good standing certificates, resolutions - [ ] Regulatory approvals (HSR if applicable); no governmental prohibition **To Company's obligations:** - [ ] Purchaser reps true; covenants performed - [ ] Delivery: purchase price, executed Transaction Documents, accredited investor documentation Waiver requires written consent of benefited party only. ### Art. VIII — Indemnification | Element | Company/Sellers → Purchasers | Purchasers → Company | |---------|------------------------------|----------------------| | Scope | Breach of reps/warranties/covenants; third-party claims | Breach of own reps/warranties/covenants (several only) | | Losses | Direct damages, attorneys' fees, costs | Same | | Excluded | Consequential, punitive, lost profits (except fraud/willful breach) | Same | | Survival — general | 12–24 months | Same | | Survival — fundamental | Indefinite or SOL | N/A | | Survival — tax | SOL + 60 days | N/A | | Basket | $50K–$250K or ___% (tipping or true deductible) | N/A | | Cap | Purchase price or ___% | Individual investment amount | | Carve-outs | Fundamental reps, fraud, willful breach | Same | **Procedure:** Prompt written notice (failure relieves only to extent of material prejudice) → indemnifying party may assume third-party defense if it acknowledges obligation → no settlement without consent if non-monetary obligations or liability admission → set-off only after final determination → offset by insurance/tax recoveries. ### Art. IX — Termination | Trigger | Who May Terminate | |---------|-------------------| | Outside date (60–90 days) | Either (if not in material breach) | | Final governmental prohibition | Either | | Uncured material breach (10–20 BD cure) | Non-breaching party | | Material Adverse Change | Purchasers | | Board fiduciary duty (with counsel advice) | Company | Surviving provisions: confidentiality, expenses, governing law, dispute resolution, pre-termination breach liability. No relief for willful breach or fraud. ### Art. X — Miscellaneous Governing law: Delaware (no conflicts-of-law). Exclusive jurisdiction: Delaware Chancery / D. Del. Jury waiver. Written notices (personal delivery, email with confirmation, overnight courier +1 BD, certified mail +3 BD). Amendment: Company + majority/⅔ of purchased shares. Written waivers only. Severability. Entire agreement. Electronic counterparts. No assignment without consent (except affiliates/M&A). No third-party beneficiaries (except indemnified parties). Each party bears own expenses; Company pays filing/transfer taxes. Mutual consent for publicity. ## Validation Checklist - [ ] Securities law compliance — Reg D exemption (506(b) or 506(c)), blue sky filings, Form D - [ ] Ancillary doc consistency — cross-references match Amended COI, IRA, Voting Agreement, ROFR/Co-Sale - [ ] Disclosure schedules — every rep flagged; none left empty without "to be completed by Company" - [ ] Secondary sales — parallel but separate provisions; no commingled Company/Seller obligations - [ ] Multiple closings — subsequent investor terms, initial investor pro rata rights specified - [ ] Defined terms — capitalized consistently, defined on first use or in Art. I, all used - [ ] Internal consistency — share numbers, dollar amounts, percentages, dates reconcile across body and schedules - [ ] Uncertain citations marked [VERIFY] - [ ] Non-Delaware incorporation flagged for provision adjustments
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