# Capital Raising Strategy

The operational playbook for raising the $800M–$1.1B cumulative capital required to build TS Holdings over 8 years. Internal-facing strategy doc complementing the investor-facing materials in [investor/](investor/). This is the how, when, and from whom; the [investment thesis](investor/investment-thesis-en.md) is the what and why.

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## The structural insight: capital is raised at four levels, not one

TS Holdings does not raise capital "at the parent." Capital flows through four distinct mechanisms, each with different investor types, sales motions, and economic structures. Understanding which mechanism applies to which need is the foundation of the strategy.

| Level | Typical check size | Cumulative Y8 | Investor type | Sales motion |
|---|---|---|---|---|
| **Entity-level rounds** (seed → Series A → B → C) | $0.5–25M per round | $250–350M | Vietnamese + regional VCs | Per-entity CEO-led, founder-supported |
| **Strategic anchor investment** | $5–20M per anchor | $150–250M | Vietnamese banks, real-estate developers, telcos, SOEs, Viettel-cluster | Founder-led, multi-year relationship |
| **Group-level transformational raises** | $50–200M per event | $150–300M | Vietnamese institutional + strategic + public-market | Investment-banker-supported, founder-led |
| **TS Holdings parent / founder-vehicle** | $5–25M selective | $20–50M (selective) | Vietnamese + regional family offices | Founder-led, highly selective |
| **Recycled exit capital + operating cash** | n/a | $300–700M | Internal (not external raise) | Capital allocation per D21 |

The vast majority of capital — $700M+ of the $800M–$1.1B total — comes from entity-level rounds, strategic anchors, group-level events, and recycled exits. Founder personal capital is only $10–15M (concentrated Y1–Y3). The parent's direct fundraising is the smallest line item.

This shapes every aspect of capital-raising strategy. **The founder is the chief capital allocator and the chief relationship-builder, but individual operator-CEOs lead their entity rounds.** Capital scale is achieved by parallel motion across the portfolio, not by one big TS Holdings round.

---

## The 8-year capital plan summary

Pulled from [financial-model.md](financial-model.md):

| Year | Cumulative deployed | Major raises this year | Mechanism |
|---|---|---|---|
| Y1 | $5–7M | TS People pre-seed; Mira pre-seed; TS Tech Consulting founding-partner equity | Entity-level + founder |
| Y2 | $30–32M | TS Block strategic (bank anchor); TS Land Series Seed (developer anchor); TS Health Series Seed; TS Education Series Seed; TS Intel Series Seed; TS Media & Creative seed; Blue Dot Tier-1 launch | Entity + strategic anchor |
| Y3 | $82–87M | TS Notary Series Seed; TS National AI launch (Viettel anchor); Signet Series Seed; TS Insight; Vitrine launch; TSDS Commercial; WarehouseOS; Unit Desk; first M&A | Entity + strategic anchor + first M&A |
| Y4 | $157–162M | Hogcare Series Seed; Argus launch (Viettel anchor); TSDS Gov-Cloud (VNPT/Viettel anchor); TS Field M&A wedge ($3–6M) + IoT platform build; second + third M&A; TS Lending spin-out from TS Block | Entity + strategic anchor + M&A + first spin-out |
| Y5 | $257–262M | TS Indonesia sub-holding (2 acquisitions); Saigon Volume; TS Live; TS Medical AI spin-out; multiple Series B's across portfolio | Entity + international M&A + spin-outs |
| Y6 | $407–412M | **TS Services HOSE/HNX IPO ($50–100M)**; TS Foundation; TS Investment Services launch; 2 acquisitions; TS Wealth spin-out | **Group-level IPO** + entity + spin-outs |
| Y7 | $607–612M | **TS Block strategic raise ($100–200M from bank-partner-led syndicate)**; TS Thailand sub-holding (2 acquisitions); TS Realty asset vehicle; TS Agri AI spin-out | **Group-level strategic** + international + spin-outs |
| Y8 | $800M–$1.1B | TS Philippines (1 acquisition); TS Insurance spin-out; TS Executive Search spin-out; continued Series B/C across portfolio | Continued |

---

## Investor type taxonomy — specific firms and partners

### Vietnamese VC firms (the workhorses for entity-level rounds)

| Firm | Stage focus | Sweet spot | Vietnamese tech sector wedge | Notes |
|---|---|---|---|---|
| **Do Ventures** | Pre-seed → Series A | $500K–$5M | Vietnamese consumer + enterprise SaaS | Strong portfolio company support; founder-friendly terms |
| **Touchstone Partners** | Pre-seed → Series A | $300K–$3M | Vietnamese B2B SaaS, fintech | Active portfolio support; Vietnamese partner network |
| **Ascend Vietnam Ventures** | Seed → Series A | $1–5M | Vietnamese B2B + consumer | Strong network in Vietnamese tech-founder ecosystem |
| **VIC Partners** | Pre-seed | $200K–$1M | Vietnamese pre-PMF | Earliest stage; ticket sizes work for design-partner phase |
| **Genesia Ventures** | Seed → Series A | $500K–$3M | Southeast Asian / Vietnamese | Cross-border investment thesis; can scale across regional expansion |
| **500 Startups Vietnam** | Pre-seed | $100K–$500K | Vietnamese early-stage | Smaller checks but cohort effects + community |
| **Vingroup Ventures** | Seed → Series A | $500K–$5M | Corporate VC; Vingroup-adjacent | Strategic value as Vingroup gateway; less aligned for non-Vingroup-adjacent deals |
| **Vertex SEA (Singapore-based, Vietnam-active)** | Series A → B | $5–20M | Regional + Vietnamese mid-stage | Operating-partner support; cross-border scale |
| **Openspace Ventures** | Series A → B | $3–15M | Southeast Asian tech | Vietnamese deal flow strong; particularly fintech + SaaS |
| **East Ventures** | Seed → Series A | $1–10M | Indonesian-led but Vietnamese-active | Regional thesis; useful for TS Indonesia expansion partnership |
| **Monk's Hill Ventures** | Series A → B | $5–15M | Regional tech | Singapore-domiciled; useful for Singapore-parented capital flexibility |
| **Wavemaker Partners** | Seed → Series A | $1–7M | Southeast Asian deep tech, B2B | Strong technical diligence; fits TS Intel positioning |
| **Jungle Ventures** | Series A → B | $5–25M | Southeast Asian scaling | Cross-border + later-stage focus |
| **Insignia Ventures** | Seed → Series A | $2–10M | Vietnamese + regional | Active Vietnamese partner |

**Target allocation across firms over 8 years:** ~25–35 named relationships actively cultivated; ~15–20 entity-level investments closed.

### International VC (selective — TS Intel commercial AI primary candidate)

| Firm | Stage | Sweet spot | TS Intel fit |
|---|---|---|---|
| **Sequoia India (Surge or main fund)** | Seed → A | $1–10M | High — Vietnamese-language AI as regional moat |
| **Lightspeed India / SEA** | Series A → B | $5–25M | High — AI infrastructure + commercial positioning |
| **Andreessen Horowitz India** | Series A | $5–15M | Medium — selective AI thesis fit |
| **Index Ventures** | Series A → B | $3–15M | Low–Medium — Asian portfolio still developing |
| **GGV Capital** | Series A → C | $5–30M | Medium — cross-border + commercial AI fit |
| **Battery Ventures (selective)** | Series A → B | $5–20M | Low — primarily US/EU focus |

**Target:** 1–2 international VC relationships for TS Intel; entity-level Series A target Y4 if traction supports.

### Vietnamese strategic anchors (the catalytic relationships)

| Entity | Strategic anchor candidates | Why | Stake size |
|---|---|---|---|
| **TS Block** | Techcombank, VPBank, MB Bank, BIDV (in priority order) | IPS license + bank-side cross-sell + credibility | 15–25% |
| **TS Land** | Vinhomes (Vingroup real estate), Novaland, Sun Group, Capitaland Vietnam, Khang Dien | Listings supply + brand + customer pipeline | 15–20% |
| **TS Field** | **Viettel** (primary; military lineage + drone capability) | Dual-use + IoT + telecom-AI synergy + political cover | 18–20% |
| **TS National AI** | **Viettel** (primary; cluster co-investor) | AI capability + ministry relationships | 18–20% |
| **TS Data Services Gov-Cloud** | VNPT or Viettel | Telecom infrastructure peer + political cover | 18–22% |
| **Blue Dot Technology** | SCIC (sovereign investor); FPT secondary | Political cover; environmental policy alignment | 15–20% |
| **Vitrine** | SCIC; private Vietnamese cultural-sector partner | MoCST relationship reinforcement | 10–15% (smaller capital need) |
| **Argus** | Viettel (primary; military-aligned cyber); FPT alternative | Cyber-security mission alignment | 18–20% |
| **TS Health** | Hoan My Hospital Group; FV Hospital; Vinmec ecosystem-adjacent | Hospital network as anchor customer + investor | 10–15% |
| **TS Education** | FPT Education; BUV (British University Vietnam); RMIT Vietnam ecosystem | Education-sector partnerships | 10–15% |

**Total strategic anchor capital deployed Y2–Y5:** $80–150M from 8–12 named anchors.

### Vietnamese SOE + sovereign investors

| Entity | Role | Specific entity participation |
|---|---|---|
| **SCIC** (State Capital Investment Corporation) | Sovereign-style political cover for Tier-1 entities | Blue Dot, Vitrine, possibly TS Data Services Gov-Cloud |
| **Vietcombank, BIDV** | State-affiliated banking for Tier-1 entities (D17 banking-tier allocation) | Banking + light equity for TS Block + Tier-1 cluster banking |
| **EVN** (electricity SOE) | Smart-grid analytics customer + possible strategic | TS National AI customer; possible minor investor in Y6+ |
| **PVN** (oil & gas SOE) | Industrial IoT + smart-factory customer | TS Field customer; not typically equity investor |

### Vietnamese family offices + regional family offices

| Type | Activity | Typical participation |
|---|---|---|
| **Vietnamese first-generation family offices** (tech-founder family offices emerging from Tiki/Sendo/VNG/Vingroup exits) | Growing in 2026 | $1–10M selective; relationship-driven |
| **Vietnamese conglomerate family offices** (Vingroup family, Masan family) | Established | $5–25M selective; strategic + financial mix |
| **Singapore-based family offices with Vietnam exposure** | Active | $5–20M; cross-border thesis |
| **Hong Kong / Asian family offices** | Selective | $5–30M when thesis fits |

**Target:** 3–5 family-office relationships at TS Holdings parent level over 8 years.

### Public-market investors (Y6 onward)

| Vehicle | Timing | Target investors |
|---|---|---|
| **TS Services HOSE/HNX IPO Y6** | Y5 prep, Y6 listing | Vietnamese institutional (Dragon Capital, VinaCapital, VCBS Investment Bank, SSC-registered funds); retail; foreign-investor caps |
| **Possible second carve-out IPO Y8+** (TS Block group post-spin-outs, or TS Public Sector cluster) | Y7 prep, Y8+ listing | Same investor pool; expanded foreign-investor allocation possible by Y8 |
| **Singapore SGX listing for TS Intel** (international AI premium) | Y7–Y8 if positioning matures | International tech IPO investors + Asian institutional |

---

## Round-by-round playbook

### Year 1 — Foundation rounds

**Founder personal capital:** $1.5–2.5M deployed Y1. Founder is the sole "pre-seed" investor in the foundation entities (TS Tech Consulting, TS Managed Services, TS Shared Services structural setup).

**TS Tech Consulting founding-partner equity** (Y1 Q1 close): Founding partner takes 8–12% equity in exchange for committing as the operator-CEO. Capital deployed: founder's $300K injection; founding partner contributes time + customer relationships, not capital. Standard model (TS Holdings 75–85%).

**TS People pre-seed** (Y1 Q2): $1–1.5M from Vietnamese VC at $5–6M post-money. **Target investors (in priority order):**
1. **Do Ventures** — strongest fit for HR-tech multi-product play
2. **Touchstone Partners** — Vietnamese B2B SaaS thesis aligned
3. **Ascend Vietnam Ventures** — Vietnamese tech-founder network valuable for recruiting
4. **Genesia Ventures** — for regional expansion thesis (Y5+ TS Indonesia)

Backup: **VIC Partners** or **500 Startups Vietnam** as smaller checks if leads delayed.

Founder-shareholder cap table per [operator-ceo-recruiting.md](operator-ceo-recruiting.md): TS Holdings 50%, operator-CEO + CTO 25%, ESOP 15%, external 10%.

**Mira pre-seed** (Y1 Q3): $1–1.5M from Vietnamese VC at $5M post-money. **Target investors:**
1. **Touchstone Partners** — ERP + vertical SaaS thesis
2. **Do Ventures** — Vietnamese SME / mid-market focus
3. **Ascend Vietnam Ventures**
4. **Insignia Ventures** — vertical SaaS focus

Founder-shareholder cap table: TS Holdings 55%, operator-CEO + CTO 22%, ESOP 12%, external 11%.

**Timing — start outreach for Y1 rounds:**
- Y0 Q4 (3 months before Day 1): pre-seed term sheets identified; CIRs for TS People + Mira CEOs in progress
- Y1 Q1: term sheets signed; closings target Q2 (TS People) and Q3 (Mira)

### Year 2 — Validation Wave rounds

**TS Block (Y2 Q1–Q2 launch):**
- Total capital deployed Y2: $8–12M
- **Bank-partner anchor LOI signed Y1 Q4** (gating; cannot launch without)
- Bank takes 15–25% stake; provides $5–8M strategic capital
- **Target bank anchors (priority order):**
  1. **Techcombank** — fintech-aligned, modernization-friendly
  2. **VPBank** — VPBank Securities arm + digital-banking depth
  3. **MB Bank** — military-aligned (Tier-1 cluster strategic-coinvestor synergy with Viettel)
  4. **BIDV** — state-affiliated; bigger scale but slower
- Vietnamese VC entity round: $2–4M at ~$25M post-money (post-anchor); **target investors:** Vertex SEA, Openspace, Insignia, Wavemaker
- Vietnamese co-investor at sub-holding level to ensure ≥51% Vietnamese ownership

**TS Land (Y2 Q2–Q3 launch):**
- Total Y2 capital: $5–8M
- **Vietnamese real-estate developer anchor LOI signed Y1 Q4** (gating)
- Developer takes 15–20% stake; provides $2–4M + listings supply
- **Target developer anchors:**
  1. **Vingroup Vinhomes** — largest residential developer; massive listings pool
  2. **Novaland** — second-largest; growing tech-curiosity
  3. **Sun Group** — diversified developer including resort properties
  4. **Capitaland Vietnam** — international-Vietnamese; sophisticated tech adoption
  5. **Khang Dien** — focused commercial-residential mid-tier
- Series Seed: $2–4M from Vietnamese VC at $15–25M post-money; targets Do Ventures, Touchstone, Openspace, Wavemaker

**TS Health, TS Education** (Y2 Q3):
- $300K founder + $1–1.5M pre-seed each at $5–10M post-money
- Hospital network / school network anchors with $0.5–2M strategic equity (10–15% stake)
- VC partners: Touchstone, Do Ventures, Ascend, Insignia, plus sector-specific Asian healthcare/EdTech investors (selectively)

**TS Intel spin-out (Y2 Q4):**
- Spin-out from TS Tech Consulting per D20: TS Tech Consulting retains 50%
- Series Seed: $3–5M at $8–12M post-money from **international AI VC** (Sequoia India Surge, Lightspeed India, A16Z India, or GGV)
- This is the first international VC relationship; matters because commercial AI is the most globally-fundable TS entity

**TS Media & Creative** (Y2 Q2): $200K founder + lean. No external round; cash-generative within 18 months. Possible Series Seed Y3 if expansion warrants.

**Blue Dot Technology** (Y2 Q4):
- First Tier-1 entity launch; tests TS Public Sector Holdings firewall
- **SCIC strategic co-investor LOI signed Y1 Q4 or Y2 Q1** (gating)
- SCIC takes 15–20% stake at chartered-capital level
- Vietnamese VC: Touchstone, possibly impact / climate fund (e.g., **Beebok Capital** or similar emerging Vietnamese climate fund)
- Total Y2 launch capital: $2–4M

**Year 2 cumulative capital deployed:** ~$25M ($2M founder + $15M entity rounds + $8M strategic anchor)

### Year 3 — Aggressive Build + first M&A

**TS Notary Series Seed (Y3 Q2):** $300K founder + $1–1.5M pre-seed at $5–6M post-money. Vietnamese VC. Targets: Do Ventures (strongest fit), Touchstone, Genesia, Insignia.

**TS National AI launch (Y3 Q4):**
- **Viettel strategic co-investor LOI signed by Y3 Q2** (gating; same Viettel relationship as TS Field Y4)
- Viettel takes 18–20% stake at launch; $1–2M
- Founder direct: $0.5–1M
- TS Holdings M&A budget allocation: ~$1.5M (per D21 capital recycling)
- Total Y3 launch: $2–5M
- TS Intel IP licensing terms signed before launch

**Signet, TS Insight, TS Data Services Commercial, WarehouseOS, Unit Desk** — Y3 launches with pre-seed / Series Seed each at $1–3M typical. Investors mix of Vietnamese + regional VC.

**Vitrine launch** (Y3 Q1, Tier 1): Under TS Public Sector Holdings; SCIC participation; smaller capital need ($1.5–3M) due to focused MoCST relationships.

**First M&A acquisition (Y3 Q3–Q4):** $5–15M deal size; cash from TS Holdings parent treasury (founder capital + early Series Seed inflows). Per D19, target: Vietnamese vertical SaaS in adjacent sector to fill identified gap. **No new external capital raise required for first M&A** — uses pre-positioned treasury.

**Year 3 cumulative capital deployed:** ~$80M

### Year 4 — M&A Acceleration

**Hogcare** (Y4 Q1): $300K founder + $1–1.5M pre-seed; Vietnamese VC + possibly Vietnamese agri-tech specialist. Anchors: MARD relationship via Government Affairs Lead (Y1 Q4 hire) + Hogcare CEO.

**Argus** (Y4 Q2, Tier 1): Vietnamese-majority structure required. Viettel as primary strategic co-investor (military-cyber alignment). Founder direct + Viettel + Vietnamese VC: total $3–6M Y4 launch.

**TS Data Services Gov-Cloud** (Y4 Q2, Tier 1): Splits from Commercial arm per D17. **VNPT or Viettel strategic co-investor** at 18–22% stake. Total Y4 launch: $5–10M.

**TS Field** (Y4 Q2, Tier 1): The biggest Y4 capital event.
- **M&A wedge:** $3–6M to acquire Vietnamese drone operator (target: MiSmart). Cash from TS Holdings parent treasury + Viettel co-investment.
- **IoT platform build:** $2–4M engineering team + sensor infrastructure
- **Viettel co-investor:** 18–20% at launch; ~$2–3M
- **Series A target Y5 Q1:** $10–20M from Viettel-led syndicate
- **Total Y4 launch:** $5–11M

**Second + third M&A acquisitions** (Y4 Q2–Q4): $15–30M + $10–20M deal sizes. Cash from treasury + first Series B sale liquidity (early-wave SaaS exit at Y4 provides $5–15M to TS Holdings).

**TS Lending spin-out from TS Block** (Y4 Q3–Q4): Per D20 spin-out playbook. Parent TS Block retains 50%; operator-CEO + team 20–30%; ESOP 15%; external 15–25%. **Funded primarily from TS Block group capital** (recycled within Capital & FS group).

**Year 4 cumulative capital deployed:** ~$160M (with $20–40M of that being recycled exit capital + treasury reserve, not new external)

### Year 5 — International + 29+ target

**TS Indonesia sub-holding launch + 2 acquisitions:** $20–40M for M&A spend; primary funding from TS Holdings parent treasury + Y4 Series B sale recycled capital.

**Saigon Volume, TS Live (Y5 Q2–Q3):** Smaller capital ($2–5M Saigon Volume includes facility capex; $1–3M TS Live).

**TS Medical AI spin-out from TS Intel** (Y5 Q3): Per D20.

**Multiple Series B's across portfolio** (~$30–50M across TS People, Mira, TS Tech Consulting, TS Land, TS Block). Investor pool: Vertex, Openspace, Insignia, Sequoia/Lightspeed for select entities; corporate VC + strategic for Tier-1 candidates.

**Year 5 cumulative capital deployed:** ~$270M

### Year 6 — Conglomerate Push + TS Services IPO

**TS Services HOSE/HNX IPO (Y6 Q2–Q3):** **The most consequential capital event in the 8-year plan.**

Mechanics:
- TS Services group flips to Vietnamese JSC sub-holding (planning begins Y5 H2)
- 3-year audited financials required (means Y4–Y6 audit cleanliness essential)
- TS Services group (TS Tech Consulting + TS Managed Services + possibly TS HR-related spinouts) consolidated revenue Y6: $35M + $18M = $53M+
- Pre-IPO valuation target: $400–800M (8–15× revenue, Vietnamese services multiple range)
- IPO float 25–30%; proceeds **$50–100M to TS Holdings parent**

Investor pool:
- Vietnamese institutional: Dragon Capital, VinaCapital, VietFund, SSC-registered domestic funds
- Foreign-investor allocation (capped at 49% in some classes; verify per IPO regulations 2026)
- Retail Vietnamese investors

Underwriters / lead managers: **HSC Securities, SSI Securities, BIDV Securities, VPBank Securities** as top candidates.

**TS Foundation, TS Investment Services launches (Y6 Q1):** Smaller launches; primarily structural. TS Investment Services takes minimal external capital initially (founder + small Vietnamese family office).

**Additional Y6 acquisitions + TS Wealth spin-out from TS Block.**

**Year 6 cumulative capital deployed:** ~$420M (with $50–100M from TS Services IPO inflow to TS Holdings treasury for recycling)

### Year 7 — Regional Expansion + TS Block strategic raise

**TS Block strategic raise (Y7 Q2):** **The second-biggest capital event of the plan.**

Mechanics:
- TS Block group has multi-product (TS Pay + TS Lending) operational by Y7 with combined $40–60M ARR
- Pre-raise valuation: $400–800M for TS Block group
- Strategic raise: $100–200M from bank-partner-led syndicate (anchor bank doubles down; new Vietnamese banks or regional bank joins)
- Possible regional bank participation (Bank of Bangkok, Maybank, OCBC) for cross-border B2B payments thesis
- Founder + TS Holdings parent stake post-raise: 20–25% (down from 35–45% pre-raise but still substantial)

**TS Thailand sub-holding launch + 2 acquisitions** (Y7): $30–50M M&A spend.

**TS Realty asset vehicle launch** (Y7 Q1): $5–15M asset acquisition; VND-denominated debt financing optionality (per Vietnamese-market memo).

**TS Agri AI spin-out from TS Intel** (Y7 Q3–Q4).

**Year 7 cumulative capital deployed:** ~$620M (with $100–200M from TS Block strategic raise inflow)

### Year 8 — Maturation

**Continued international expansion** (TS Philippines), **continued spin-outs** (TS Insurance from TS Block; TS Executive Search from TS People), **continued Series B/C rounds across portfolio.**

Possible second carve-out IPO consideration (TS Block group, or TS Public Sector Holdings cluster) — likely Y9+ but planning begins Y8.

**Year 8 cumulative capital deployed:** $800M–$1.1B

---

## Pre-raise preparation — what must be in place

Before reaching out to any investor:

### Universal (every round)

- [ ] **Executive summary** (1-page; EN + VI per [investor/executive-summary-*.md](investor/))
- [ ] **Investment thesis** (5–8 pages; EN + VI per [investor/investment-thesis-*.md](investor/))
- [ ] **Pitch deck** (15+ slides; converted from [investor/pitch-deck-*.md](investor/) to Keynote/Slides by TS Media & Creative Y2 Q2; founder personal Keynote/Slides until then)
- [ ] **NDA template** (EN + VI) — distribute investment thesis under NDA
- [ ] **Founder bio** customized + contact details across investor docs
- [ ] **Architecture decisions log** (D1–D23 — investors will read it; demonstrates discipline)
- [ ] **Per-entity plan** for the specific entity being raised (one of 17 drafted; more for Y3+)

### Per-entity round (additional)

- [ ] **Operator-CEO + CTO named and signed** (per D18 CEO-first rule — cannot pitch entity round without)
- [ ] **2–5 customer LOIs** committed (validates wedge gate per D18)
- [ ] **Cap table proposal** (pre-money / post-money / dilution schedule)
- [ ] **Term sheet template** with TS-standard preferences (see below)
- [ ] **3-year financial projection** for the entity (revenue, headcount, capital needs, milestones)
- [ ] **Reference customers** ready to take investor calls (3–5 named)

### Per strategic-anchor round (additional)

- [ ] **Strategic relationship cultivated** for 6–18 months prior (anchor relationships are not transactional; founder-level)
- [ ] **Mutual-benefit framework** documented (what TS gets, what anchor gets — distribution, mutual referral, co-investment in other entities)
- [ ] **Shareholder agreement** with explicit drag-along, tag-along, deadlock provisions
- [ ] **Operating-partner commitments** (anchor agrees to specific operational support: customer intros, channel co-sell, etc.)
- [ ] **Vietnamese-majority compliance check** if applicable (TS Block, Tier-1 entities)

### Per group-level transformational event (additional)

- [ ] **Vietnamese JSC sub-holding incorporated** with 3-year audit trail
- [ ] **Big 4 audited financials** Y[N-3] to Y[N]
- [ ] **Investment-bank underwriter relationship** (HSC, SSI, BIDV Securities, VPBank Securities)
- [ ] **SSC (State Securities Commission) pre-engagement** for HOSE/HNX listing
- [ ] **Lock-up agreements** for founder + TS Holdings parent
- [ ] **Pre-IPO investor roadshow material** (more polished than entity-level decks; conformance to Vietnamese IPO disclosure rules)
- [ ] **Legal counsel — Vietnamese capital markets** (YKVN, Tilleke & Gibbins, VILAF, Russin & Vecchi as candidates)

---

## Outreach strategy

### Warm intros are the dominant channel

>85% of capital should come from warm intros, not cold outreach. Sources of warm intros:

**Founder's existing network:**
- Vietnamese tech-founder peers (FPT alumni, VNG alumni, Vingroup tech, Tiki/Sendo/VNG exits)
- Vietnamese tech-investor friends (sometimes the founder has VC friends pre-TS)
- Vietnamese family-office relationships (selective)

**Senior CEO Recruiter (TS Shared Services Y2+):**
- Many CEO candidates have VC relationships from prior roles; intro-flow goes through them
- CEO-in-Residence program creates ongoing relationship with VC partners (CIRs often introduce founders to former bosses' VC connections)

**Big 4 auditor + cross-border advisor (Acclime / PwC / KPMG):**
- They serve many Vietnamese VC portfolio companies; can intro at appropriate stages

**Portfolio cross-flow:**
- TS Tech Consulting customers are often VC-backed; their founders/CEOs intro TS to their VCs
- Strategic anchor relationships (Viettel, FPT, banks) provide intros to their own VC + family-office networks

**Conference + community presence:**
- VINASA tech events
- Vietnam Web Summit
- Tech in Asia Vietnam
- AVCJ Vietnam (Asian Venture Capital Journal)
- Singapore Fintech Festival (regional connectivity)
- TS Media & Creative produces founder thought leadership Y2+ — long-term brand-build for investor flow

### Outreach cadence per investor type

**Vietnamese VC (entity-level rounds):**
- Initial outreach by entity CEO with founder backing
- First meeting: founder co-attends with entity CEO; communicates portfolio context
- Subsequent meetings: entity CEO leads; founder available for partnership questions
- Diligence: entity CEO + COO; founder available for parent-level / strategic questions
- Close: founder + entity CEO joint signing

**Strategic anchor (Tier-1 + sector-specific):**
- 100% founder-led at every stage (cannot be delegated)
- Multi-year relationship cultivation; 6–18 months from first conversation to LOI
- Strategic value > financial terms
- Quarterly relationship reviews

**Group-level transformational (TS Services IPO, TS Block strategic):**
- Founder + group-level CEO + investment banker
- Roadshow circuit (Vietnamese institutional + foreign-investor allocation)
- 6–9 month process from kickoff to close

**Family office (selective):**
- Founder direct, relationship-driven
- Often years of relationship before any investment discussion

### Investor relationship management cadence

| Investor type | Frequency | Format |
|---|---|---|
| Active investors (entity-round-participating) | Monthly | Email updates from entity CEO |
| Strategic anchors | Quarterly | Board meeting + founder-level relationship calls |
| Family offices (committed) | Quarterly | TS Holdings parent update from founder |
| Family offices (target / future) | Annually | Selective updates from founder; relationship maintenance |
| VC firms (not invested but tracked) | Bi-annually | Founder-led catch-ups; long-term relationship build |

---

## Diligence preparedness — what investors will ask for

### Universal due-diligence checklist

- [ ] **Vietnamese tax compliance** — VAT, CIT, withholding tax, transfer pricing documentation (D6 + Big 4 audited)
- [ ] **PDPD compliance** — personal data handling, Decree 13/2023 compliance documentation, breach-notification procedures
- [ ] **Anti-corruption framework** — gift register, anti-corruption training records, whistleblower channel logs (per [government-customer-compliance.md](government-customer-compliance.md))
- [ ] **Banking + treasury** — bank statements, FX exposure, related-party-transaction documentation (D7)
- [ ] **Legal cleanliness** — articles of incorporation, board minutes, shareholder agreements, employment contracts, IP assignments
- [ ] **Customer references** — 3–5 customers willing to take diligence calls
- [ ] **Cap table cleanliness** — no nominee shareholders, no undocumented options, no informal equity promises
- [ ] **Founder background check** — clean criminal record (Phiếu lý lịch tư pháp), no concurrent commitments that conflict

### Tier-1 entity additional diligence

- [ ] **Vietnamese-majority ownership documentation** — registered shareholdings with proper economic interest
- [ ] **Vietnamese strategic co-investor relationship documentation** — shareholder agreement, board representation, voting rights
- [ ] **Legal-representative criminal record** (Phiếu lý lịch tư pháp số 2)
- [ ] **State-secret handling protocol** — secure facility certification, background-checked personnel, encrypted storage architecture
- [ ] **Sector-specific licensing** — SBV (for TS Block), CAAV + MoD (for TS Field), Ministry of Public Security (for Argus), Ministry of Justice (for TS Notary if scope expands)
- [ ] **Source-code review provisions** for gov contracts (if applicable)

### Group-level / IPO additional diligence

- [ ] **3-year audited financials** Y[N-3] to Y[N] (Vietnamese audit standards)
- [ ] **SSC pre-engagement documentation**
- [ ] **HOSE/HNX listing eligibility verification** (profitability test, governance test, foreign-ownership test)
- [ ] **Investment-bank underwriter relationship**
- [ ] **Lock-up commitments** from founder + TS Holdings parent

### Data room structure

Standard structure for investor data rooms (host on DocSend, Box, or Vietnamese alternative):

```
1. Corporate documents (articles, board resolutions, shareholder agreement)
2. Cap table (current + dilution scenarios)
3. Financial statements (Y[N-3] to Y[N] audited; Y[N+1] projection)
4. Tax compliance documentation
5. Customer contracts + reference list
6. Material agreements (IP licenses, strategic-anchor agreements)
7. Employee + ESOP documentation
8. Litigation history (if any)
9. Regulatory + compliance (PDPD, sector-specific)
10. Insurance (D&O, E&O, cyber, etc.)
11. Banking + treasury
12. Reference material (decisions log, entity plans, growth plan)
```

---

## Term sheet preferences and red lines

### Standard TS preferences (defensible from any investor)

| Provision | TS preference | Negotiation latitude |
|---|---|---|
| **Pre-money / post-money valuation** | Per [financial-model.md](financial-model.md) projection × stage-appropriate multiple | 15–25% flexibility |
| **Investor share class** | Preferred Series Seed / Series A / Series B as applicable | Standard |
| **Liquidation preference** | 1× non-participating preferred | 1.5× participating possible at higher valuations; never 2×+ |
| **Anti-dilution** | Broad-based weighted average | Full ratchet declined; narrow-based weighted average acceptable |
| **Pro-rata rights** | Yes for lead investor; selective for participating | Standard |
| **Board composition** | TS Holdings 2 seats; investor 1 seat; independent 1 seat (4-person board target) | Investor demands for 2 seats acceptable only at >$10M check size |
| **Information rights** | Quarterly financials, annual budget, audit access | Monthly financials for >$5M check |
| **Founder vesting** | 4-year cliff (1-year cliff post-acceleration if any) | Standard |
| **Drag-along** | 60% of preferred + founder | Standard |
| **Tag-along** | Yes for minority preferred | Standard |
| **Reserved matters (board consent)** | Standard: $X+ expenditures, hiring of C-suite, M&A, IPO, dissolution | Limit reserved matters list (avoid "anything material" language) |

### Red lines — TS will not accept

- **Founder vesting acceleration on change-of-control: single trigger only** — investors sometimes demand double-trigger (change-of-control + founder termination); single trigger preserves founder economics
- **Anti-dilution full ratchet** — broad-based weighted average only
- **Liquidation preference participation above 1.5×** — diluted founder economics structurally
- **Board veto on strategic decisions** — investors get information rights and consent on reserved matters; not directional veto
- **Cross-default clauses** — investor at one entity gets accelerated rights if another entity fails; this breaks D17 firewall and D7 banking separation
- **Cross-collateral / cross-pledge** — investor at one entity demands rights over assets of other entities; same firewall breach
- **Founder personal guarantee on entity-level debt** — per [government-customer-compliance.md](government-customer-compliance.md); never
- **Forced bring-down for unrelated portfolio events** — no entity is jointly contingent on another's performance (preserves firewall)

### Strategic-anchor-specific provisions

- **Non-compete on agreed workload categories** — strategic anchor (Viettel for Tier-1 cluster) agrees not to compete with TS National AI / TS Field on specific workload categories; vice versa
- **Mutual customer-referral mechanism** — explicit documentation of mutual-benefit framework
- **Exit-coordination clause** — strategic anchor has right-of-first-refusal on TS stake sale; TS has same on anchor's stake (preserves cluster integrity)
- **Anti-dilution carve-out** — strategic anchor gets selective anti-dilution where strategic relationship continues

---

## Capital efficiency principles

### Treasury reserve discipline (D21)

- TS Holdings parent maintains **minimum 12-month runway** for planned next-wave entity launches
- **Maximum 24-month runway** for opportunistic M&A
- Above 24 months: opportunistically deploy into accelerated launches or M&A
- Below 12 months: pause new entity launches until reserve replenished

### Capital recycling allocation (per D21)

Each liquidity event allocated:
- **50% to treasury reserve** at TS Holdings parent
- **30% to next-wave entity launches** (specifically Y[N+1] to Y[N+3])
- **20% to strategic M&A** reserve

### No founder dividends until plan funded

Per D21: founder treats TS Holdings parent as a permanent capital vehicle, not a distribution vehicle. Personal liquidity:
- Small annual draw (calibrated to lifestyle, not wealth accumulation)
- Eventual carry-equivalent participation in major liquidity events (TS Services IPO, TS Block strategic raise)
- No quarterly dividends

### Strategic value > pure financial value when ranking investors

When choosing between investor offers of similar terms, prioritize:
1. **Operational support** — recruiting help, customer intros, executive coaching
2. **Network access** — VC's network of co-investors, future-round leads
3. **Reputation effects** — investor brand attracts other investors + recruits + customers
4. **Long-term relationship reliability** — has investor honored prior portfolio commitments?

A check from Vertex SEA or Sequoia India at a 10–20% lower valuation is often worth more than a higher-valuation check from a less-connected investor.

### Cap-table discipline at parent level

TS Holdings parent (Tech Sequence Holdings Pte Ltd) cap table should be kept simple. Selective family-office co-investment only when:
- Strategic alignment is strong (not just financial)
- Family-office relationship has been cultivated for 12+ months
- Total parent-level external ownership stays <20% over 8 years

This preserves founder economics at the parent level even as entity-level ownership dilutes through external rounds.

---

## Risk management

### Vietnamese VC market concentration

If Vietnamese VC market contracts 30%+ (macro shock, regulatory event, regional capital pullback), entity-level rounds become harder.

**Mitigations:**
- Regional VC relationships diversify capital sourcing (Vertex, Openspace, East Ventures, Monk's Hill, Wavemaker, Jungle, Insignia)
- Strategic anchor relationships provide some capital independent of VC cycle
- Recycled exit capital from Y4+ reduces dependence on continuous fundraising
- Capital-constrained scenario in [financial-model.md](financial-model.md) — slow pace, fewer entities

### Strategic investor concentration risk (Viettel)

Viettel as cluster co-investor across 4–6 Tier-1 entities (TS Field, TS National AI, TS Data Services Gov-Cloud, possibly Argus, others) creates concentration.

**Mitigations:**
- Alternative co-investor candidates documented per entity (FPT, VNPT, SCIC)
- No single Tier-1 entity has Viettel ownership >25%
- Shareholder agreements with non-compete + clear exit mechanisms
- Founder-level Viettel relationship (executive-level, not delegation)

### Currency / FX risk

TS Holdings raises in USD (mostly) and spends in VND (mostly). FX exposure builds over 8 years.

**Mitigations:**
- Treasury policy at Shared Services (D7) requires FX hedging on >$5M USD exposures
- TS Holdings parent retains USD at Singapore (DBS); operating entities hold VND at Vietnamese banks
- Cross-border invoicing for Singapore HoldCo + Vietnam OpCo natural-hedge structure
- Vietnamese-bank partner relationship (Tier-1 cluster bank, TS Block bank-partner) provides FX hedge counterparty

### Cap table drift at TS Holdings parent

Over 8 years of entity-level rounds + strategic-anchor + group-level events, founder's effective TS Holdings ownership dilutes.

**Mitigations:**
- TS Holdings parent itself raises minimal capital (~$20–50M selective family office over 8 years vs $800M+ total deployment)
- Per-entity dilution doesn't directly affect parent cap table (parent owns share of each entity, not directly diluted)
- Founder-shareholder cap-table variant in entity rounds keeps founder economics at entity level (counted as TS Holdings ownership at parent level)
- D2 + D3 + D21 governance prevents founder dilution from accidental decisions

---

## Operational capital-raising calendar (Year 1 — by quarter)

| Quarter | Capital-raising activity |
|---|---|
| **Y0 Q4 (pre-Day 1)** | TS People CIR identifies CEO + CTO; first Vietnamese VC conversations (Do Ventures, Touchstone, Ascend); Mira CIR similar; founding-partner equity terms negotiated for TS Tech Consulting |
| **Y1 Q1** | TS Tech Consulting founding partner signs; first Singapore + Vietnamese banking applications; first VC pitch meetings for TS People + Mira pre-seeds; TS Block bank-partner outreach begins (Y2 critical-path); TS Land developer-anchor outreach begins (Y2 critical-path) |
| **Y1 Q2** | TS People pre-seed term sheet signed; Mira pre-seed in progress; TS Block bank-partner LOI in active negotiation; first Vietnamese family-office relationship cultivation (founder direct) |
| **Y1 Q3** | TS People pre-seed closes; Mira pre-seed closes; first customer revenue at TS Tech Consulting begins flowing; TS Block bank-partner LOI signed Y1 Q3–Q4; Blue Dot SCIC outreach begins |
| **Y1 Q4** | TS Block VN JSC incorporation paperwork (with bank-partner anchor) begins; Blue Dot SCIC LOI in advanced discussion; TS Land developer-anchor LOI in advanced discussion; first Vietnamese AI VC conversation (TS Intel Y2 spin-out preparation) |

By end of Y1: 2 entity-level rounds closed ($2.5–3M); 3+ strategic-anchor LOIs in advanced negotiation for Y2 launches; founder VC + family-office relationships actively cultivated.

---

## Founder personal capital commitment principles

The founder's $10–15M personal capital commitment is the foundation that everything else compounds from. Principles:

1. **Concentrated Y1–Y3** — front-loaded; only ~$1–2M founder injections Y4+ as contingency reserve
2. **Per-entity proportional** — founder injection per entity matches role: $300K for SaaS pre-seed entities; $500K–$1M for capital-intensive entities (TS Block, TS Field, TS National AI)
3. **No founder personal guarantees** — founder capital is equity injection, never personal guarantee on entity debt/contracts (per [government-customer-compliance.md](government-customer-compliance.md))
4. **Founder remains personal liquidity reserve** — at least $2–3M kept liquid for founder personal contingencies; not deployed into the plan
5. **Tax-efficient structuring** — founder injections via Singapore parent (per D2) preserve tax efficiency

---

## When to engage external advisors

**Vietnamese-context tax advisor (Acclime, PwC, KPMG) — from Day 1 of Q0**

Engage before Singapore parent incorporation. Avoids tax inefficiencies and ensures cross-border structure is set up cleanly.

**Big 4 auditor (KPMG or Deloitte Vietnam — D14) — from Y1**

Engage at Y1 to establish audit relationship; full-year audits begin Y2. Critical for Y6 IPO (needs 3-year audit history).

**M&A advisor (Avalon, ASART, KPMG M&A, PwC Deals Vietnam) — from Y2 H2**

Engage when first M&A activity becomes plausible. Build relationship; first paid engagement for Y3 first acquisition.

**Investment bank for IPO (HSC, SSI, BIDV Securities, VPBank Securities) — from Y4 H2**

Begin conversations Y4 H2; formal engagement Y5 H1 for Y6 IPO. Bake-off process at Y5 Q1.

**Specialist Vietnamese counsel for capital markets (YKVN, Tilleke & Gibbins, VILAF) — from Y4 H2**

For IPO process + corporate restructuring.

**Founder personal advisor (selective family-office consultant or M&A specialist) — Y3+ optional**

Selective engagement if family-office co-investment becomes material consideration at TS Holdings parent level.

---

## Related documents

- [investor/](investor/) — investor-facing materials (executive summary, investment thesis, pitch deck, EN + VI)
- [financial-model.md](financial-model.md) — the financial backbone with capital plan + cap table evolution + returns scenarios
- [aggressive-8-year-growth-plan.md](aggressive-8-year-growth-plan.md) — the narrative growth plan
- [operator-ceo-recruiting.md](operator-ceo-recruiting.md) — CEO recruiting (CEO-in-Residence program + founder-shareholder cap-table variant referenced throughout)
- [government-customer-compliance.md](government-customer-compliance.md) — operating disciplines for Tier-1/2 entities (relevant for Tier-1 strategic-anchor diligence)
- [entity-plans/](entity-plans/) — per-entity plans with cap-table specifics
- [../notes/decisions.md](../notes/decisions.md) — D1 (Singapore parent), D2 (founder equity), D3 (per-entity ESOP), D5 (IP licensing), D17 (firewall sub-holding), D18 (CEO-first), D19 (M&A), D20 (spin-outs), D21 (capital recycling), D22 (TS Field), D23 (TS Intel / TS National AI split)