Product Requirements Document (PRD) for Open Cap Stack - Open Cap V1.5

[urbantech]

Product Name: Open Cap Stack
Version: 1.5
Date: July 2024
Prepared by: Toby Morning

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1. Overview

1.1 Product Vision

The Open Cap Stack aims to revolutionize capitalization data management by providing a unified, open-source platform compliant with the Open Cap Table Format (OCF). It enables seamless data exchange, management, and compliance across various stakeholders, including startups, law firms, investors, and financial institutions within the Open Cap Table Coalition (OCT).

1.2 Goals and Objectives

• Standardization: Ensure all cap table data adheres to the OCF, reducing discrepancies and enhancing data portability.
• Efficiency: Streamline processes for equity transactions, compliance, and reporting.
• Integration: Facilitate integration with other ecosystem members like law firms, investors, and financial institutions.
• User Experience: Provide a user-friendly interface for different user roles, including startups, law firms, investors, and employees.
• Security: Ensure robust security measures to protect sensitive financial data.

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2. Stakeholders

2.1 Primary Stakeholders

• Startups: Use the platform for managing cap tables, equity financing transactions, and compliance.
• Law Firms: Utilize the system for legal advisory and ensuring compliance with equity transactions.
• Investors: Access detailed cap table data and perform financial planning and reporting.
• Financial Institutions: Integrate with Open Cap Stack for wealth management and investment advisory services.

2.2 Secondary Stakeholders

• Employees: Access information on equity compensation and benefits.
• Incubators and Accelerators: Support startups in managing their cap tables and equity transactions.

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3. Functional Requirements

3.1 Core Features Completed in Version 1.0

Cap Table Management

• Create, update, and manage cap tables.
• Import and export cap table data in OCF format.
• Visualize ownership structures and equity distribution.

Equity Transactions

• Support for equity financing transactions: including Non-SAFE financings, IPOs, and mergers & acquisitions.
• Automated document generation for equity transactions.
• Compliance checks and validations based on OCF standards.

Data Integration and Portability

• Seamless data exchange with law firms, investors, and financial institutions.
• APIs for integration with third-party platforms like Carta, Shareworks, and Pulley.
• Real-time synchronization of cap table data.

Compliance and Reporting

• Automated compliance checks for legal and financial regulations.
• Customizable reporting templates for stakeholders.
• Audit trails for all equity transactions.

User Roles and Permissions

• Role-based access control for different stakeholders.
• Customizable permission settings for viewing and editing data.
• Secure login and authentication mechanisms.

User Interface and Experience

• Intuitive dashboard for cap table overview.
• Interactive data visualization tools.
• Mobile-friendly design for accessibility.

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3.2 New Features to be Added in Version 1.5

Board Management

• Board Consents: Manage board consents, track approval statuses, and maintain historical records.
• Board Meetings: Schedule and manage board meetings, including agenda and minutes documentation.

Equity and Securities Management

• Warrants Management: Manage issued warrants, including terms and exercise details.
• Convertibles Management: Manage convertible securities, tracking status, principal amounts, interest rates, and maturity dates.
• Review Exercises: Manage the exercise of equity awards and options.

Fundraising and Financial Modeling

• SAFE Financings: Support and manage Simple Agreements for Future Equity (SAFE).
• Model Your Fundraise: Tools for modeling potential fundraising scenarios.

Cap Table Management Enhancements

• Draft Shares: Tools for drafting new equity issues.
• Draft Option Grants: Tools for drafting new option grants.

Stakeholder and Employee Management Enhancements

• Manage Employees: Tools for managing employee records and related HR tasks.
• Total Compensation: Manage and view total compensation for employees, including salary, bonuses, and equity.

Compliance and Tax Enhancements

• Compliance and Tax Management: Specific tools for managing compliance and tax-related tasks.

Additional Functionalities

• Tender Offers: Manage and run tender offers, allowing stakeholders to sell their equity.
• Data Rooms: Secure data rooms for sharing sensitive documents with stakeholders.

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4. Non-Functional Requirements

4.1 Performance

• Handle large datasets with minimal latency.
• Real-time updates and data synchronization.

4.2 Security

• Data encryption in transit and at rest.
• Compliance with GDPR and other relevant data protection regulations.
• Regular security audits and vulnerability assessments.

4.3 Usability

• User-friendly interface with minimal learning curve.
• Comprehensive help and support documentation.
• Accessibility features for users with disabilities.

4.4 Scalability

• Scale horizontally to accommodate increasing data volume and user load.
• Modular architecture to add new features and integrations easily.

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5. Backlog

5.1 Equity Plan Management

• Creating a new equity plan.
• Retrieving all equity plans.
• Retrieving an equity plan by ID.
• Updating an equity plan by ID.
• Deleting an equity plan by ID.

5.2 Fundraising Round Management

• Creating a new fundraising round.
• Retrieving all fundraising rounds.
• Retrieving a fundraising round by ID.
• Updating a fundraising round by ID.
• Deleting a fundraising round by ID.

5.3 Document Embedding

• Creating document embeddings.
• Retrieving document embeddings.
• Updating document embeddings.
• Deleting document embeddings.

5.4 User Authentication and Authorization

• User login and logout.
• User role management (admin, editor, viewer).
• Access control for different user roles.

5.5 Notifications and Alerts

• Sending notifications for specific events (e.g., new document uploaded, stakeholder updated).
• Configuring user preferences for notifications.

5.6 Reporting and Analytics

• Generating reports on stakeholder activities.
• Visualizing data trends over time.

5.7 Audit Logs

• Tracking changes made to the data.
• Viewing historical changes.

5.8 Data Import and Export

• Importing data from CSV or Excel files.
• Exporting data to CSV or Excel files.

5.9 Integration with External Services

• Integrating with financial platforms.
• Syncing data with other systems.

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6. Prioritization and Next Steps

To prioritize the backlog, considering factors such as user needs, business value, and technical dependencies. Here are some suggested next steps:

1. Board Management: This is a core feature that aligns closely with the current functionalities and should be prioritized.
2. Equity and Securities Management: Enhancing features like warrants and convertibles management.
3. Fundraising and Financial Modeling: This is another core feature that complements the stakeholder and share class management functionalities.
4. Notifications and Alerts: Improve user engagement and awareness by notifying users about important events.

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7. Technical Specifications

7.1 Architecture

• Frontend: React.js for a responsive and interactive user interface.
• Backend: Node.js with Express.js for API services.
• Database: MongoDB for scalable and flexible data storage.
• Integration: RESTful APIs and Webhooks for integration with third-party services.

7.2 Development Tools

• Version Control: Git and GitHub for source code management.
• CI/CD: Jenkins or GitHub Actions for continuous integration and deployment.
• Testing: Jest and Cypress for unit and end-to-end testing.

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8. Project Timeline

Phase	Description	Duration
Requirements Gathering	Collect detailed requirements from stakeholders	2 weeks
Design	Create UI/UX designs and system architecture	4 weeks
Development	Implement core and additional features	12 weeks
Testing	Perform unit, integration, and user acceptance testing	4 weeks
Deployment	Deploy to production environment	2 weeks
Post-Launch Support	Monitor and fix any post-launch issues	Ongoing

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9. Risks and Mitigations

Risk	Mitigation Strategy
Data Security Breaches	Implement robust encryption and security measures, regular audits
Compliance with OCF Standards	Continuous engagement with OCF validators and contributors
Integration Challenges	Develop comprehensive API documentation and support
User Adoption	Provide training and support resources, gather feedback for improvements

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10. Appendices

10.1 Glossary

• OCF: Open Cap Table Format
• OCT: Open Cap Table Coalition
• API: Application Programming Interface
• GDPR: General Data Protection Regulation

10.2 References

• Open Cap Table Coalition Website
• GitHub Repository for Open Cap Table Format