The North Dakota Development Fund has received the second tranche of funding allocated to the Angel Match Program.
Staff will begin processing and scheduling closings for Angel Match Program applicants.
On March 11, 2021, President Biden signed The American Rescue Plan Act, which reauthorized and funded the State Small Business Credit Initiative (SSBCI). The new version of the SSBCI program provides a combined $10 billion to states, the District of Columbia, territories, and Tribal governments to empower small businesses to access capital needed to invest in job-creating opportunities as the country emerges from the pandemic. The funds will also support recipient jurisdictions in promoting American entrepreneurship and democratizing access to startup capital across the country, including in underserved communities. North Dakota’s total AMP allocation is $13,641,843.
Through this program, the NDDF launched the North Dakota Angel Match Program (AMP) to support high-growth early-stage primary sector North Dakota businesses by matching investor commitments of up to $250,000 per business.
Forms and Resources:
The AMP application and certifications are available as fillable PDF's and can be completed using the button/links below. Do not print and fill out these forms.
Important: These forms MUST be downloaded to function properly (contains automatic calculations, drop-downs, tab order). Using the pdf viewer within the browser disables this functionality.
Browser instructions for downloading can be found here.
Once you have filled out your form, save to your computer and email to: Shayden Akason - sakason@nd.gov
Angel Match Program Application
Principal Certification - SFN62276
SEDI Owned Bus Certification - SFN62258
SSBCI Form for Demographics - SFN62259
Investee Use of Proceeds and Conflict of Interest Certification - SFN62260
Sex Offender Investee Certification - SFN62261
Addendum to Investment Agreement
If you have any questions related to the forms, please contact Shayden Akason.
Applicant: Business
Amount: Maximum 1:1 match to private investment of $250,000 per business, minimum match amount of $10,000
Type: Convertible security or direct equity investment
Terms: AMP must receive the same terms as a matched investment. The Addendum to Investment Agreement must also be included and referenced in the investment agreement.
Closing Date: Matched investments must close on the same date as the AMP investment
Fee: $200/hour for legal fees incurred by the North Dakota Development Fund
Application Limits: Businesses may only apply for the match once per financing round and receive no more than three separate investments from the AMP
North Dakota Presence: Business must be headquartered in North Dakota which shall mean a) business's principal address registered with the ND Secretary of State must be a North Dakota address, and b) at least one C-Suite employee and 25% of all W2 employees must be residents of North Dakota. The company must remain in compliance with this requirement while the NDDF capital is at risk.
Process:
- Business raises funds via an eligible investment vehicle and receives soft commitments from investors.
- Business submits the application, and supporting documentation to NDDF (see application for list of required documents).
- The NDDF reviews for SSBCI compliance and program alignment and sends to legal for review.
- The NDDF issues commitment or denial letter and sets a closing date.
- The NDDF and matched investors will sign investment agreement on the same date.
- Funds are advanced to company.
- The NDDF communicates with the business for reporting requirements going forward.
Eligible Businesses:
- Must be a high-growth, early-stage startup with the ability to demonstrate a path to exit in 5-10 years.
- Business must be registered with the ND Secretary of State.
- Must be certified as a primary sector business through the ND Department of Commerce.
- Business must be headquartered in North Dakota. At least one C-Suite employee and 25% of all W2 employees must be residents of North Dakota for as long as the NDDF capital is at risk. Must be in, and remain in, compliance with state and federal securities laws.
- Business's principal address registered with the ND Secretary of State must be a North Dakota address.
- Business must have fewer than 250 employees at the time of investment.
- No individual considered as SSBCI insider has a financial stake in the business.
- No principal of the business has been convicted of a sex offense against a minor (as such terms are defined in section 111 of the Sex Offender Registration and Notification Act (42 U.S.C. § 16911)).
- Must have an active business liability insurance policy covering the business.
Eligible Investors:
- May be individuals, LLCs, a business, a trust, or an investment fund. An investment from a principal is not an eligible matching investment.
- Investment funds must be in, and remain in, compliance with state and federal securities laws.
Eligible Investments:
- Total funding round amount, including the AMP funds, shall not exceed $2,000,000.
- Eligible Investment Vehicles: convertible notes, SAFE, direct equity investment.
- Matched investments must close on the same date as the AMP investment. The AMP cannot match any retroactive investments.
- The AMP may only match private investments. Dollars invested that originated from a public entity (i.e.: ND Department of Commerce, county funds, city funds, federal funds, etc) are not eligible for the match.
- For each investment resulting from this program, the investee must provide assurance that the investment proceeds will not be used for an impermissible purpose under the SSBCI program as set forth in the SSBCI Treasury Guidelines.
The NDDF has full discretion to deny matching an investment regardless of whether it meets the established criteria.
Business must submit annual reporting metrics.
Applications and related materials should be submitted via email to Shayden Akason. Applications are reviewed on a first-come, first-serve basis.
For questions regarding the NDDF, please contact Shayden Akason, 701-328-4563.
Frequently Asked Questions
Q: Can the match be done over multiple rounds?
A: Yes, businesses may apply for funding over multiple qualifying rounds.
Q: How long will it take to review my application?
A: Review of applications will take between 2 – 4 weeks.
Q: Is the NDDF doing their own diligence on a deal or is the money unlocked solely based on commitments from investors?
A: Business must show they have a reasonable chance of succeeding. The NDDF will ensure the business and investment structure aligns with the intent of the program.
Q: How does the NDDF define a business headquarters?
A: Headquarters: The place where a business's executive management and key managerial and support staff are located. A corporate headquarters is considered a business's most important location and may also lend prestige to its host city and help attract other businesses to the area. AMP requires 1) a business’s principal address registered with the ND Secretary of State be a North Dakota address and 2) at least one C-Suite employee and 25% of all W2 employees must be residents of North Dakota.
Q: Who is considered a "principal" of my business?
A: “Principal” is defined as if a sole proprietorship, the proprietor; if a partnership, each managing partner and each partner who is a natural person and holds 50 percent or more ownership interest of any class of the partnership interests; if a corporation, limited liability business, association, development business, or other entity, each of the five most highly compensated executives or officers of the entity, and each natural person who is a direct or indirect holder of 50 percent or more of any class of equity interest in the entity; and if a partnership where the managing partner is a corporation, limited liability business, association, development business, or other entity, and each of the five most highly compensated executives or officers of the entity.
Q: How long will the program remain open?
A: The program has a revolving structure. Any returns from investments will be reinvested into the program for as long as the program exists.
Q: If I have private commitments for $2M, can I still apply for the AMP if it brings my total funds raised in the financing round to higher than $2M?
A: No. The total funds raised in the round cannot exceed $2M.
Q: How will the NDDF verify employee residency?
A: The business will be required to provide and certify a list of all ND resident W2 employees in the AMP application. C-suite executives who claim ND as their resident state must provide a copy of their ND driver’s license and a copy of a mortgage statement or lease agreement with their name on it.
Q: Who is considered an SSBIC insider?
A: The description of an SSBCI insider is included in the conflict of interest standards set forth in Section VIII.f of the SSBCI Capital Program Policy Guidelines.