About KLØUT

“How do we stay diligence-ready every day of the year?”

The question that started the firm

It isn’t a software question, and it isn’t a legal one. It’s an operating question. Readiness can’t be produced on demand, so somebody has to hold it for you through the quiet months.

Your recordAs of today
Counsel · Books · 409A · IP · Funds · Investors6 / 6 reconciled

The problem

Your record lives in six places, and all six of them are right.

Every one of them is expert. Every one is accurate as of a different date. The distance to today is the part that has never belonged to anyone.

161Days
Average distance
from today
ContractsCounsel · as of Mar 12
202 days
BooksYour accountant · as of Sep 8
22 days
409A valuationValuation firm · as of Mar 26
188 days
IP and filingsFiling agent · as of Jan 28
245 days
Capital accountsFund admin · as of Jul 8
84 days
Investor updatesYou · as of Feb 17
225 days
Jan '26Today

What we do

We’re the professionals in the room for the part nobody else owns.

We work alongside your counsel and your accountants, not in place of them. One party stands behind the whole record, and the spend moves off counsel rates onto an operating footing.

CounselTODAY
Your accountantTODAY
Valuation firmTODAY
Filing agentTODAY
Fund adminTODAY
YouTODAY
Reconciles across all of them, every day6 / 6 sources · as of today
01Six experts, six different dates
02One operator connected to each of them
03Reconciled to today, every day

What diligence finds

Most diligence problems aren’t new. They’re old ones nobody was holding.

These are the findings that slow a round or reprice a deal. We close them out months before a buyer’s counsel opens the file.

8Of 8 resolved
before anyone asks
ResolvedCap table doesn’t tie out to CartaReconciled against the ledger, every transfer documented.
ResolvedOption grants without board consentConsents drafted, ratified and filed with the minute book.
ResolvedMissing 83(b) electionsLocated, or a remediation path documented with your counsel.
ResolvedAn expired 409ARefresh scheduled ahead of every grant and every round.
ResolvedIP never assigned to the companyInvention assignments collected, signed and indexed.
ResolvedLapsed patent annuitiesAnnuity calendar tracked, fees paid ahead of grace periods.
ResolvedSAFE conversions nobody modeledPro forma modeled before the term sheet, not after.
ResolvedA data room built in a panicIndexed daily, ready for any reviewer, any week.

Inside a 409A

How a valuation actually gets made.

A 409A sets the fair market value of your common stock, and that sets the strike price of every option you grant. Let it lapse, or build it on a messy record, and the exposure lands on your employees.

01
Gather the recordCap table, financials, forecasts and every prior round, pulled from the record we already keep.
02
Choose the methodAn OPM backsolve off the last priced round, or income and market approaches when there isn’t one.
03
Check the draftWe test the assumptions against your record before anything is final.
04
Board adoptionThe consent is drafted and filed, so the value is defensible later.
05
Hold the safe harborTwelve months of protection, watched for any event that would force a refresh.
Common FMV$1.27
OPM backsolve · issued Mar 26
$0.42
$0.61
$0.88
$1.27
Mar '24Dec '24Jul '25Mar '26
Safe harbor177 days remaining
IssuedRefresh Nov 2812 months
Priced roundNot triggered
Secondary saleNot triggered
Material change in the businessNot triggered

The cadence

Readiness is a cadence, not a project.

The work reports into one repository as it happens, so the answer already exists before anyone asks for it. See how the repository works.

DailyKLØUT reconciles
MonthlyBooks close
SEED5 WKSDAY ONESERIES A7 WKSDAY ONELENDER4 WKSDAY ONEBUYER9 WKSDAY ONEWITHOUT A STANDING RECORDWITH KLØUTFounderFinance leadOutside counselFounderFinance leadOutside counselKLØUT operators382 HRS472 HRS345 HRS81 HRS106 HRS251 HRSEVERY DAY202420252026
Weeks spent assembling25
Founder hours, without382
Founder hours, with KLØUT81
Hours pulled into diligenceStanding work, done by KLØUTEach square is 2 weeks.

Cold assembly takes weeks. It lands on the founder and the finance lead, then happens again for the lender and again for the buyer. Inside a deal window, it’s billed at counsel rates.

How an engagement runs

04/ 04
Standing
Your recordSYNCED TODAY
ContractsAS OF TODAY
BooksAS OF TODAY
409A valuationAS OF TODAY
IP and filingsAS OF TODAY
Capital accountsAS OF TODAY
Investor updatesAS OF TODAY
Record integrity100%
PHASE 01Discovery

A full read of the record, and of who holds each piece of it today.

TimingWeeks 1 to 2
Every entity, holder and agreement indexed
Each source matched to the party who holds it
A written list of gaps, ranked by risk
PHASE 02Reconciliation

Entity hygiene, equity records and controls are made to agree with one another.

TimingWeeks 3 to 6
Cap table tied out to the ledger
Missing consents and filings remediated
Controls set so the record stays aligned
PHASE 03Readiness

The last time anyone assembles anything. From here it is maintained, not rebuilt.

TimingWeeks 7 to 8
Data room built and indexed
Diligence answers drafted before they are asked
One repository, one party standing behind it
PHASE 04 · ONGOINGStanding

The engagement does not end at the deal, so the next conversation never starts cold.

TimingEvery day after
Daily reconciliation across all six sources
Refreshes scheduled ahead of every deadline
Carried into the next round, lender or buyer

Walk in with it already done.

An investor, a banker or an acquirer reads two things in a diligence file: the numbers, and how well the company knows itself. The second is decided months earlier, by whether anybody was keeping your record ready while nothing was happening.

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