Preparing your offer document

The offer document is the single most important artefact of your raise on Ardent CrowdFund. It is the legally binding prospectus every investor reads before subscribing, and it is the disclosure Ardent files with SEC Ghana on your behalf. A good offer document does three things at once: it explains your business clearly, it discloses your risks honestly, and it follows a prescribed format so investors can compare you with other issuers on equal footing. Expect a first raise to take two to four weeks to draft.

Regulated by SEC Ghana

The 10 required sections

Under the SEC Ghana Crowdfunding Guidelines 2024, every offer document on Ardent must contain the ten sections below, in this order, with no omissions. Our guided editor pre-creates each section, your job is to populate them with substantive, issuer-specific content.

1. 1

   Cover page and summary

   1. Summary

   Issuer legal name, registration number, raise target and maximum, instrument type, minimum ticket size, campaign open and close dates, and a 250-word executive summary of the business and the raise.

2. 2

   Business description

   2. Business

   What the company does, how it makes money, who its customers are, and where it operates. Avoid marketing language; this is the section regulators and professional investors read first to sanity-check the rest of the document.

3. 3

   Market opportunity

   3. Market

   Target market size, competitive landscape, and your differentiated position. Cite your sources; any number without a source will be flagged in review.

4. 4

   Management team and governance

   4. Team

   Director and senior-management biographies, board composition, committees, advisory board, and a full cap table before the raise. Disclose any related-party arrangements in full.

5. 5

   Historical financial statements

   5. Historicals

   Three years of audited accounts if available, otherwise audited accounts for the most recent completed year plus management accounts for interim periods. Must be presented to IFRS for SMEs or full IFRS, as applicable.

6. 6

   Financial projections

   6. Projections

   Three-year forward projections with the key operating and financial drivers explicitly stated, plus sensitivity analyses for the two variables that most affect the outcome. Project conservatively, SEC Ghana scrutinises aggressive models closely.

7. 7

   Use of proceeds

   7. Use of proceeds

   A table showing exactly how the raised funds will be deployed, with amounts, timelines, and expected outcomes for each line. Vague uses ('working capital', 'expansion') are rejected.

8. 8

   Instrument terms

   8. Terms

   The full commercial terms of what investors are buying: share class and rights for equity, coupon and tenor for debt, conversion triggers and caps for convertibles. Reproduce the term sheet verbatim.

9. 9

   Risk factors

   9. Risks

   Minimum 10 risk factors, each written specifically for your business. Generic risks copied from a template will be rejected. See the risk-factor guidance section below.

10. 10

    Legal, regulatory, and appendices

    10. Legal

    Material contracts summary, IP register, litigation disclosure, tax status, and full-text appendices, audited accounts, board resolution, shareholders' agreement extract, and any third-party consent letters.

Formatting requirements

SEC Ghana expects a standardised look so investors can compare issuers. Ardent's template enforces most of this automatically, but a few rules are worth knowing so your draft survives review:

• Document format. PDF generated from our template. Hand-formatted Word documents are rejected.
• Fonts and sizing. Body text at 11pt minimum; headings in the template's default sizing. No decorative fonts inside financial tables.
• Numbering and pagination. Sections numbered 1–10 as above, with continuous page numbering including appendices.
• Currency and units. GHS throughout, stated in full on first use. Any USD or EUR figures must show the GHS equivalent at a stated exchange rate.
• Language. English, plain and direct. Defined terms capitalised on first use and collected in a glossary at the end.

What financial statements are acceptable

Your financials are the load-bearing part of the document. Ardent accepts the following, tiered by last-year revenue:

• Revenue above GHS 1,000,000: audited accounts for the most recent financial year, signed by a practising member of the Institute of Chartered Accountants, Ghana (ICAG).
• Revenue below GHS 1,000,000: management accounts signed by the CFO or an external qualified accountant, plus bank statements for the same periods and the most recent tax return.
• Interim periods: unaudited management accounts prepared on the same basis as the historicals, clearly labelled "unaudited".
• Projections: three years forward on the same basis as the historicals, with a written statement of the three to five key drivers and at least two sensitivity scenarios.

We do not accept PDF scans of handwritten ledgers, spreadsheets without supporting bank evidence, or forecasts prepared by someone without finance training. Treat this as non-negotiable.

Writing the risk factors section, compliantly

The risk factors section is where SEC Ghana and our own review team spend most of their time. The rules are simple, even if the execution is hard:

• Minimum 10 risks. Fewer than that implies you have not thought hard enough.
• Business-specific. Each risk must be tailored to your business, sector, geography, and instrument. Boilerplate (for example, "the company may lose money") is rejected on sight.
• Plain-English phrasing. Investors must understand each risk without an MBA.
• Honest ordering. Risks that would most affect an investor's decision must appear first; never bury a material risk in the middle of the list.
• No mitigations in the risk itself. Disclose the risk cleanly. Mitigating actions can be discussed separately, later in the document, but not inline with the risk.

Examples of well-framed, business-specific risks include FX exposure on imported inputs, key-customer concentration by percentage of revenue, dependence on a specific regulatory permit, founder key-person risk, and sensitivity of unit economics to fuel prices.

Valuation methodology for equity raises

For equity raises, your valuation must be defensible. Ardent accepts three methodologies and expects at least two to corroborate the chosen number:

• Comparable transactions. Recent Ghanaian or pan-African deals in the same sector, cited by source.
• Discounted cash flow. A model consistent with your projections in Section 6, using a Ghana-specific discount rate built from the risk-free rate plus a stated equity risk premium.
• Revenue multiple. Clearly stated multiple applied to either the last 12 months or forward 12 months revenue, with a range defended against sector benchmarks.

Back-of-the-envelope or "this feels right" valuations are not acceptable. If you are uncertain, book time with our capital-markets desk before the offer document is drafted.

Repayment schedule for debt raises

Debt raises require a full repayment schedule showing every coupon and principal payment over the life of the instrument. The schedule must include:

• Payment period (monthly, quarterly, or annually).
• Interest computed on the outstanding balance each period.
• Principal amortisation, where applicable, or a bullet payment at maturity.
• Total cashflow per period and running outstanding balance.
• A sensitivity note showing how the schedule changes if the business's EBITDA falls 20% below projection.

Ardent's guided editor generates this schedule automatically from your chosen terms; you are responsible for validating the numbers. The Investment calculator gives you a quick sanity check before you lock terms.

The three most common rejection reasons

Legal review and sign-off

Before the offer document is filed, it must be reviewed by:

• Your company lawyer, for accuracy of legal statements and compliance with your constitutional documents.
• Ardent's compliance team, for SEC Ghana alignment.
• Your auditors, for financial consistency between the offer document and the underlying accounts.
• Your board, via resolution, authorising filing and release.

Only once all four sign off do we lock the document and proceed to Campaign setup.