Every document, its versions, and who could see it

Organize

• Documents filed against the deal-room section they belong to
• Uploading a document with the same title keeps it as a new version rather than a second copy
• Removing a document takes it out of view without erasing who opened earlier versions
• Accepted files: PDF, Word, Excel, PowerPoint, images, MP4 and plain text, up to 40 MB each

Checks on every upload

• The file's contents must match its type: a file named as a PDF that is not a PDF is refused
• A text file that carries web-page code is refused
• A SHA-256 fingerprint of each upload is stored, so any version can be matched to the exact file later
• In a Rule 506(b) room, a document set for the whole room is narrowed to invited members automatically

Control who sees what

Room

For the offering documents and disclosures everyone in the room should see. Every investor the company has admitted to that offering's room finds them listed in their own account and can open or download them, and each open and download is recorded against the exact version seen. In a Rule 506(b) room a Room document is narrowed to people holding a live invitation, both when it is uploaded and every time it is opened.

Invited members

For materials meant only for the specific people the company invited to this offering. Only those investors see it listed or can open it, and a person the company refuses, or whose invitation it revokes, loses access at once. Today every investor enters a room through the company's own invitation, so pick this level when a document must never go beyond the people the company named.

Counsel

For drafts and review copies that are not ready for investors. The company and its securities counsel on the firm's seat can open them; no investor ever sees one listed or can open it, even with the link. A draft kept at Counsel can carry the same title as the final shared with the room, and each stays its own version.

Operator

For items held back from investors and from counsel, such as internal records the company keeps with its offering file. Only the company and the Sprowtt Super Admin can open them; counsel, investors and administrator seats for a city or law firm cannot. Operator documents are also left out of counsel's closing binder.

Keep the record

• Every open and every download is recorded against the document and the version seen, and the company sees the count for each
• Files are never served from a public address; each read passes an access check
• The record exports with the offering's audit file