Fifth Foundry Capital · for investors

Investing in Andorran AI startups, one deal at a time.

Fifth Foundry Capital is neither a fund nor a fund manager: it is the Level Five activity that originates, structures and administers an Andorran SPV for each deal. Circle investors who want that specific startup come in at the price set by an independent committee, and nobody commits to anything before reading the memorandum.

Why one vehicle per deal

One holder on the cap tableSomething later-round investors value.
One negotiation, one voiceThe vehicle negotiates the shareholders’ agreement as a single investor, alongside a lead investor.
One foreign investment filingOne per vehicle, not one per investor per startup. Most of the circle is not resident in Andorra.
No committed capitalNo capital calls: each investor decides whether the deal is worth it.

Terms of each vehicle

Minimum ticket per investor and deal: €25,000
Target round per startup: €150–400k
Structuring fee, at closing: 5%
Carried interest, at exit: 20%

No annual management fee: the structuring fee covers the vehicle’s administration.
Carried interest is only charged once the vehicle’s investors have had their capital returned.
Founding investors in the circle pay a reduced fee during the first two cohorts.
Mentors co-invest with no fee or carry on their own ticket.
Level Five and its partners may invest in the vehicle on the same terms, and any such investment is disclosed to the circle.

Fifth Foundry Capital · for investors

How a deal works

From Demo Day to closing takes 12 to 16 weeks, driven by the foreign investment authorisation and the notary and registry procedures.

Internal selectionDuring the programme’s investment phase, the committee decides which startups to present and how to structure each deal.
Valuation note, memorandum and term sheetA 6–10 page memorandum: team, product, metrics, market, use of funds, terms, risks and the full valuation note.
Presentation to the circleDemo Day and memorandum. 10 business days to indicate interest and amount.
Vehicle incorporationName reservation, foreign investment authorisation for non-resident investors, notary, registry, bank account and investors’ agreement.
Due diligenceCorporate, cap table, intellectual property, data protection and use of AI, business licences. Carried out by the law firm using the documentation produced during the programme.
ClosingThe vehicle subscribes a capital increase in the startup before a notary; shareholders’ agreement, payment and registration follow.
Follow-upQuarterly report on the startup’s metrics and plan milestones. Annual circle meeting. 5-year term, extendable.

Independent valuation

Neither the startup nor its partner sets the price.

Level Five holds 6% of every Boost startup, so a high valuation would benefit it on paper at the expense of the vehicle’s investors. That is why the valuation is done by a committee that has not worked with the team, before the startup proposes a figure.

Who. Two people per deal: the partner who is not that startup’s reference partner and a mentor not assigned to it. The reference partner and the lead mentor provide information, not an opinion on price.

When. Weeks 21–22 of the programme, before Demo Day. It is reviewed if more than 90 days pass between the note and closing, or if the metrics change materially.

Three methods, none decisive on its own

Adjusted market reference

Reference pre-money valuation for AI pre-seed rounds in Spain and Andorra, based on comparable closed rounds, with capped adjustments across six factors.

Multiple on verified metrics

Only with recurring revenue or signed contracts. Unpaid pilots and letters of intent do not count as revenue.

Target dilution

Capital needed for 18 months, based on the plan as reviewed by the committee, divided by the dilution the market accepts at pre-seed.

The result: a range and a central figure

The vehicle never invests above the top of the range. If the startup prefers another price, it is free to raise from other investors.
Between the central figure and the top, the deal requires written approval from the Fifth Foundry committee.
The valuation note is shared in full with circle investors as part of the memorandum, together with the no-conflict declaration of those who sign it.
Each January, past notes are compared with what actually happened and the market reference is recalibrated.

Fifth Foundry Capital · for investors

The circle

Founding investors of the circle

Priority access to every deal, a reduced fee in the first two cohorts and an invitation to attend the selection committee and Demo Day as observers.

Local Andorran investors

A vehicle with a majority of resident investors simplifies the filing. They bring pilot customers, institutional relationships and local credibility.

Institutional co-investors

Organised business angels, Andorra’s investment vehicles and seed VCs from Barcelona and Madrid, invited to each deal as direct co-investors.

Fifth Foundry does not raise capital from the public, does not promote investment deals outside the circle and does not provide investment or tax advice: each investor should consult their own adviser. Joining the circle requires identity verification and signing an access document. Investing in startups carries the risk of losing all the capital invested, and liquidity is not guaranteed.

I want to meet the circle

Let’s talk before the first deal.

Leave your details and the partner in charge of Capital will get in touch to arrange a conversation. This is neither an investment commitment nor an offer: it is the first step towards getting to know the circle.