How to Track Registration Rights After Close

How to track registration rights is the IRA overlay you keep after close: who holds demand and piggyback rights, how many demands remain, lock-up days copied, cutback language, and whether a registration was filed. It is not the report pack. Raziel's information rights tracking page is financials and caps. Raziel's tag-along tracking page is a sale tag. This page is Form S-1 and Form S-3 registration.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed Investors' Rights Agreement. Do not invent a demand count.

What the IRA actually grants

Nixon Peabody (Lisa Perri and Carolyn Glynn, December 12, 2025) on the October 2025 NVCA Investor Rights Agreement: registration rights are mechanisms for investors to sell shares in a registered offering under the Securities Act. Demand registration rights allow investors to compel the company to file a registration statement (Form S-1 for IPOs or Form S-3 for secondary offerings). Piggyback rights enable investors to join company-led registrations, subject to the discretion of the underwriter and market capacity. Those rights terminate after a set period (Nixon Peabody says typically 3 to 5 years), upon an IPO, or when shares become freely tradable under Rule 144. That is Nixon Peabody's summary of the form, not your signed IRA. Copy the termination block you signed.

Nixon Peabody: these rights do not guarantee a sale. Underwriters maintain control over offering size and can reduce investor shares if market conditions require. Most agreements also include lock-up periods post-IPO and thresholds for triggering registration. The October 2025 NVCA updates, as Nixon Peabody lists them, increased the minimum offering size for S-1 demands from $15 million to $20 million. That is the model fill-in they report. Copy the dollar blank in your IRA. Do not paste $20 million unless that is what you signed.

Built In's founders' cheatsheet (registration rights in the IRA): there are two common types, a demand registration right and a piggyback registration right. Demand rights, if exercised by written request of the investors holding a majority of the "registrable securities" (the requisite investors), force a public filing. Demand registrations are typically negotiated as part of an IPO on Form S-1 or a later offering on Form S-3. Piggyback: if the company plans to register securities, it must notice holders and allow an election window. Built In's "majority" is that article's description. Copy the percent and the holder class from the signed IRA.

Seven columns after close

Open one row per holder (or per major-investor class) per issuer. Copy each field from the IRA and any later notice. If a field is missing, store that it was missing.

• Holder / major investor status. Named holder and whether that holder still meets the IRA's Major Investor or Registrable Securities test. Copy the threshold. Store "below threshold" if they no longer qualify.

• Demand rights remaining. How many consummated S-1 (or long-form) demands the IRA still allows, and whether any have been used. Copy the remaining count. Do not invent two.

• Piggyback (yes/no). Whether this holder has piggyback on company registrations, copied from the IRA.

• S-3 eligibility copied. Whether the IRA grants S-3 demands once the company is S-3 eligible, and any minimum offering size. Nixon Peabody's S-1 $20 million figure is not an S-3 rule. Copy the S-3 blank.

• Lock-up days copied. Post-IPO lock-up days in the IRA or the underwriting agreement. Store "none stated" if missing.

• Last demand or piggyback notice date. The date on the written request or the company's piggyback notice. If none, store none.

• Registration filed (yes/no, date). Whether a registration statement was filed, and the date. A demand that was withdrawn is not a filed yes unless the IRA counts it as a used demand. Copy that rule.

When the overlay holds

The row holds if holder status is copied, remaining demands are a number from the IRA (or missing), piggyback is yes or no from the contract, S-3 eligibility is copied, lock-up days are copied, the last notice date is a dated PDF or none, and filed is yes or no with a date. It fails when you invent two S-1 demands, paste Nixon Peabody's $20 million onto an older IRA, treat information rights as registration rights, or treat a tag-along sale as a piggyback. Raziel's startup investment tracker is the book those preferred rows already sit on. Raziel does not file a registration and does not interpret your IRA. Copy the seven columns.