Startup Funding Stages: Pre-Seed to Exponential Exit

Raising venture capital is an important process undertaken by most early-stage startups and emerging companies. Venture capital investment serves as a key driver in the startup ecosystem, enabling tech companies to fuel innovation and grow from an initial concept to IPO.

This guide offers a deep dive into venture capital funding, tailored for entrepreneurs looking to access external investment for their early-stage tech company.

What is a Capital Raise?

A capital raise involves a company seeking financial investment from external sources to support its growth and development. This process is critical for startup companies looking to scale their operations, invest further in research and development, or enter new markets.

In the context of the venture capital industry, a capital raise often refers to securing venture capital funding from angel investors, high net worth individuals and private equity firms, or venture capital firms. These firms provide VC funding to early stage ventures and high-growth companies with the potential for high returns, in exchange for an equity stake.

In addition to accessing VC funding, Entrepreneurs engage with venture capitalists for valuable know-how, industry connections and partnership opportunities, and mentorship.

Importance of Capital

Venture capital serves as a foundation for startups, from new companies still in early concept development to those that have found product-market fit. It provides the essential resources that a new business needs to fund key initiatives at various stages of their journey.

The following are examples of such initiatives:

Build an MVP

Not all Minimum Viable Products (MVPs) are bootstrapped. Many startups developing new technologies seek venture capital from VC Firms like Blackbird and Icehouse Ventures early in their lifecycle, or partner with a Venture Studio to develop the first iteration of their software. This early investment can help fast track the process of turning an idea into a validated product offering, and depending on the investment partner, increase the odds of successfully finding product-market fit.

Fuel Growth

Venture capital can help startups take a more aggressive approach to sales and marketing strategies, accelerating customer acquisition. Investment can also support expanding operations and exploring new revenue opportunities.

Expand to New Markets

Venture capital can enable startups to enter new markets, unlocking additional revenue streams in the process. Market expansion is not limited to geographical borders and can involve exploring new industry verticals, and adapting software to meet diverse customer needs.

Attract Talent

To find product-market fit and successfully execute on an ambitious product roadmap, tech startups will eventually need to attract world-class talent and assemble a high-class product team internally. Venture capital can empower emerging companies to offer potential candidates more competitive salaries, benefits, and opportunities for growth.

Build Resilience

Access to VC funding equips tech startups with the financial buffer to navigate the inevitable challenges they will face, withstand market fluctuations, and pivot their company strategy if necessary. This resilience helps to maintain competitiveness and steer the company towards profitability.

Establish Strategic Relationships

By securing the right venture capital investment, startups can access a network of VC Firms, angel investors, and limited partners who can offer strategic guidance, industry know-how, and both financial and non financial resources to support the business with scaling more effectively.

Types of Venture Capital

When raising capital for your startup, it is beneficial to understand the various options available to ensure you select a funding approach that makes the most sense based on your startup's stage of business, growth ambitions, and the level of involvement you’d like from investors.

Equity Financing

Equity financing is a cornerstone in venture capital. It involves offering an ownership stake in your startup in exchange for capital, granting investors a share of ownership and sometimes a voice in company decisions.

While this pathway brings essential funds into your business it can also open doors to the investors' strategic expertise, expansive industry networks, and potential mentorship opportunities. It's a route that can catalyse growth by connecting you with seasoned professionals who can guide your decision making along your journey.

Debt Financing

Debt financing offers an alternative route for startups looking to raise capital without diluting ownership. Much like a mortgage, this method involves borrowing capital that is to be repaid over time with interest. It's a mechanism that maintains your autonomy and control over the business but comes with the obligation of regular repayments.

For startups with steady revenue streams and the capacity to service debt, this can be a strategic option to fuel growth while retaining equity.

Convertible Securities (SAFEs and Convertible Notes)

For startups in their initial stages, particularly those building somewhat complex new technologies, a Simple Agreement for Future Equity (SAFE) or convertible notes can offer a simple and efficient alternative to traditional equity financing or debt financing.

These instruments initially function as debt but convert into an ownership stake during a future financing round, typically at a discounted rate agreed in advance. This approach is attractive during early-stage funding as it allows tech startups to delay the process of valuation until a more mature stage, minimising early dilution and aligning interests between founders and investors.

Venture Studio Partnerships

Partnering with a venture studio can provides startups with world-class support, expertise in building and scaling a tech company, operational resources, access to a wider network and sometimes venture funding or help to find venture capital.

Venture studios offer their services, in exchange for an equity stake or combination of an equity stake and a reduced fee. This model is beneficial for those startups looking to increase their odds of success and engage strategic partners who will actively participate in their growth journey.

Grants & Subsidies

While not traditionally considered venture capital, grants and subsidies from government entities or industry-specific organisations can provide non-dilutive funding to early-stage tech startups focusing on innovation in sectors like healthcare, fintech and artificial intelligence.

These funds are particularly valuable for early-stage companies that are bootstrapping and tackling challenges or opportunities that align with the objectives of grant-issuing bodies.

Alternative Funding Options

Startups can also explore alternative options like private equity and crowdfunding — each of which have varying levels of involvement, levels of dilution, and funding capabilities.

Stages of Funding

When embarking on a fundraising journey it’s helpful to have an understanding of the different stages at which a business might raise capital. This insight helps to avoid shortsighted thinking, ensuring equity is not diluted too early in a business’ lifecycle.

Pre-Seed

At the pre-seed stage, startup founders typically rely on personal savings, contributions from friends and family, high net worth individuals and accelerators to secure $50k - $300k to fund early product development and prove a need for your product. Startups should explore small business grants, which can provide essential non-dilutive funding without giving up equity.

Seed

Startups looking to raise a seed round have typically developed an MVP and found some form of product-market fit. Funds will enable further product development, market validation, and cover operational expenses. At this stage a startup usually looks to raise $500k - $2m+ from angel investors, and early-stage venture capital investors (like Blackbird, known for their seed investment in Canva).

Series A

When conducting a Series A round, startups are expected to demonstrate scalability and the potential for significant expansion. This stage often involves refining the business model and showing investment funds a convincing approach to growing the customer base to prove long-term viability.

Series B

With solid revenue streams and proven market expansion, a Series B funding round aims to take growth to the next level, focusing on expanding market reach and further scaling operations. This stage attracts investments to support increased product offerings and entry into new markets.

Series C & Beyond

These stages signify accelerated expansion, strategic acquisitions, and working towards market dominance, appealing to investors interested in mature startups with a clear path to delivering a significant financial return. Such funding supports large-scale operations, substantial market expansion, or global scaling efforts.

IPO

An Initial Public Offering (IPO) represents a late-stage transition from private funding rounds to public market financing, offering company shares to the public and significantly increasing the potential investor pool (such as the public’s ability to buy shares in a company like Apple, Google, or Xero). An IPO not only provides liquidity for early investors but also marks a startup's maturity into a publicly traded company, opening avenues for further expansion and growth.

Please note that this is a simplified overview of the key stages of funding. There can certainly be additional funding rounds or variations to the process depending on specific circumstances (such as going straight from Series B funding to an IPO) and industry practices (such as partnering with a Venture Studio).

The Fundraising Process

Fundraising is seldom a swift process particularly in the early-stages when funding cannot be accessed from larger institutional investment groups who have invested in previous rounds. The timeline for raising capital can vary greatly, typically taking between three to six months, but in some cases, it can extend even longer. It’s important not to underestimate the investment of time commitment required at each stage in the process, as it will pull founders/co-founders away from overseeing the day to day operation of their business.

Key Stages of a Capital Raise

1. Preparation

• Prepare funding strategy and terms.
• Prepare pitch deck, key metrics, and research potential VC investors.
• This typically takes a few weeks to a couple of months.

2. Outreach & Networking

• Contact investors through networking, events, and platforms such as LinkedIn.
• This is more unpredictable, typically taking a month or more.

3. Negotiation & Due Diligence Process

• Negotiate, and undergo investor analysis.
• This typically takes a couple of months.

4. Closing

• Review and finalise your term sheet and other documentation, and transfer of funds.
• This is typically a few weeks.

Variables at Play

The amount of funding you are seeking, the complexity of the deal structure, the state of the market, and the readiness of your business documentation can all play a significant role in the duration of your fundraising process.

Moreover, the type of investors you are targeting - whether they are venture capitalists, angel investors, or financial institutions - can also affect how long the process takes. Generally, raising larger sums of capital or dealing with new institutional investors involves greater complexity and can be more time-consuming.

Common Fundraising Mistakes

Securing venture capital requires more than a great idea; it demands a well articulated strategic approach to avoid common fundraising pitfalls. Below is an outline of several mistakes startups commonly make when raising capital.

Lack of a Clear Business Plan

Investors want a well-defined business plan that clearly outlines your vision, company strategy, market opportunity and analysis, founding team and strategic partnerships, and financial projections.

Inadequate Market Understanding

Thoroughly understand your target audience, key industry trends, and notable competitors to demonstrate market viability.

Targeting the Wrong Investors

Research and target investors who align with your industry, business model, and long-term vision for the company.

Lack of a Strong Team

Build a competent team with diverse expertise, and where possible, a track record of success building successful technology companies to inspire investor confidence.

Poor Financial Management

Demonstrate financial discipline and articulate your financial strategy to instil investor confidence in your business' sustainability.

Overvaluing or Undervaluing your Business

Determine a fair and realistic valuation based on market research, industry standards, and professional advice.

Ignoring Feedback & Advice

Listen carefully and be receptive to investor feedback as their insights and experience can contribute to your growth and fundraising success.

What Investors Look For

While every investor is different, there are certainly common themes they will consider when assessing a new investment opportunity. To increase your chances of securing startup funding, consider these practical tips:

Clear Business Plan

• Develop a detailed pitch deck outlining your strategy, market approach, competitive advantage, and growth trajectory.
• Showcase a clear business roadmap demonstrating how funding will achieve specific milestones and ultimately generate a return on investment.

Validation & Market Potential

• Where possible, gather data to validate a demand for your technology - testimonials, revenue, surveys, user feedback, and industry partnerships.
• Conduct thorough market research to support claims of the size of the market opportunity and your unique point of differentiation.

Strong & Committed Team

• Highlight team expertise and track record, emphasising passion, prior experience, dedication, and resilience.
• Show investors that your team can overcome the inevitable challenges of building a successful technology company and execute the business plan.

Unique Value Proposition

• Clearly articulate what sets your business apart from competitors.
• Showcase competitive advantages such as innovative technology, disruptive models, industry know-how, or superior customer experience.

Addressable Market Size & Growth Potential

• Define the target market size and demonstrate growth potential, especially when considering high-growth markets like China and an American audience.

• Explain strategies for market capture and expansion, presenting a scalable business model.

Execution & Scalability

• Showcase execution ability, highlighting achievements, partnerships, and customer acquisitions.
• Present growth projections that demonstrate scalability and high returns on investment.

Exit Strategy

• Communicate your exit strategy, whether IPO, acquisition, or other liquidity events.
• Present a compelling vision aligning with investors' need for return on their investment.

Identifying the Right Investor

In the same way that an investor will consider their investment options carefully, so too should you when evaluating potential investors for your startup. The right investor can help you open doors, enhance your reputation, and scale your company, while the wrong investor can dampen your enthusiasm, slow your growth, and even defraud your company.

Leverage industry events, networks, and online platforms to identify potential investors and fund managers that make sense for your business and evaluate your options using the criteria below.

Industry Alignment

Particularly in the early stages, seek investors with industry-specific knowledge and experience (such as an investor specifically focussed on financial services or artificial intelligence) who understand your business's unique opportunities and challenges ahead.

Startup Experience

Look for investors experienced in supporting earlier stage investment into tech startups, as they can offer mentorship, guidance, and valuable connections.

Value Alignment

Ensure potential investors share your company's values, culture, and long-term goals to encourage their involvement and foster a strong partnership.

Network & Resources

Evaluate potential investors' networks and resources, including their connections in key hubs like New York or San Francisco, as well as their ability to open doors to potential partnerships opportunities.

Track Record & Reputation

Research past investments made by potential investors and the relationships they have with with their portfolio companies to ensure credibility and commitment.

Investment Criteria

Understand investors' preferred VC investment size, their stage investment, and geographic scope to align with their parameters. Some investors may only be active in New Zealand and Australia while others also have a global footprint with offices in Silicon Valley, Boston, California, and New York.

Key Takeaways

Raising capital is about more than just securing money to fund your operation; it's an opportunity to make a strategic partnership that will accelerate your startup's journey and help increase your chances of becoming a market leader.

As you prepare to fundraise, here are a few key takeaways from this article to help guide you.

Define Why You’re Raising Capital

Capital can enable you to build an MVP, expand your market reach, recruit top talent, and strengthen your business against unforeseen challenges. Be clear on the purpose of your startup’s fundraising.

Consider the Different Venture Capital Avenues

Whether it's through equity, debt, convertible securities, or partnerships with a venture studio, the type of funding you choose will have long-term implications for your venture.

Know Where You Are in The Journey

From initial pre-seed funding to Series A and beyond, each stage of investment is a stepping stone towards your ultimate goal—an IPO or a robust, self-sustaining business. Recognise where you are in your longer term journey and avoid short-sighted decision making when raising capital.

Plan Your Fundraising Process

Fundraising is a nuanced process that can stretch over months, it almost always takes longer than expected. It's a commitment that requires a deep understanding of investor expectations and a readiness to adapt your strategy to market dynamics and investor feedback.

Avoid Common Mistakes

Be clear about your business plan and financial needs. Avoid overestimating your startup's valuation and underestimating the importance of a cohesive, skilled team. Investors are looking for startups with a clear vision, market understanding, and sound financial management.

Understand what Investors Want to See

Investors seek startups with a well-defined strategy, a validated business concept, and a capable team. Present your startup as a solution to a market need with the potential for scalability and attractive return on investment.

Choose Your Investor(s) Carefully

The right investor relationship can be transformative. Look for alignment in industry experience, startup expertise, shared values, and strategic resources. An investor's track record and their investment criteria can also be telling of a potential fit.

Raising seed capital can be a significant hurdle for the founders of a new technology company. The Simple Agreement for Future Equity, or SAFE note, offers a straightforward path to funding, standing as an alternative to traditional financing methods or a convertible note.

This article explores SAFE notes, how they function, their key differences from convertible notes, and why they might be a great option for your tech startup.

What Is a SAFE Note?

The SAFE note was first introduced by Y Combinator in 2013 to simplify the funding process for early-stage startups.

Unlike traditional funding methods, SAFE notes eliminate the need to value the business. This is particularly beneficial for entrepreneurs who may not be able to justify a short-term valuation to investors when the company has not yet found product-market fit.

SAFE notes also remove other complexities, such as interest rates, maturity dates, and loan obligations that come with convertible debt. Investors provide capital or services upfront in exchange for future equity in a startup, typically at a discount. The transfer of equity takes place only if a conversion event occurs in the future, such as a financing round of at least $1m, helping to avoid early equity dilution.

How Do SAFE Notes Work?

SAFE notes are designed to streamline the way early-stage startups engage with investors.

Here's a breakdown of how they work:

Initial Investment

Investors provide startups with capital or services upfront, but instead of receiving immediate shares in the company, they receive a promise of future equity. This is where the "simple" in SAFE note comes into play, as it cuts through the complexities of traditional investment terms.

Trigger Event

The note converts into equity only if a defined trigger event, also known as a conversion event, occurs. This event could be the startup's next priced equity round, an IPO (Initial Public Offering), a liquidation event, or another significant event. The conversion is based on a simple set of predefined conditions that aim to benefit the investor, acknowledging the early investor’s support with favourable terms.

Valuation Cap & Discount Rate

These are the two critical elements that dictate the conversion terms.

Valuation Cap

The valuation cap sets a maximum valuation at which a SAFE converts into equity, ensuring they receive a fair share of the company relative to their early investment, even if its valuation skyrockets.

Usually it will be set at the expected valuation at the time of the next trigger event. For example, if you believe you are likely to raise capital for your Series A round at a $20m valuation in 12 months, $20m might become your valuation cap.

Discount Rate

The discount rate is another mechanism that aims to provide investors with equity at a lower price than that offered to investors in the next round of financing. Again, this serves as a reward for the SAFE note holder’s early investment risk.

The most common discount rate used by startup companies in Australia and New Zealand is 20%. However this varies depending on factors such as founder experience, the industry, and whether the trigger event is expected to happen very soon or if it’s unlikely to happen for a long time.

Transfer of Equity

When a trigger event occurs, the notes convert into preferred stock or common stock depending on what was agreed. The conversion price favours the investor by converting at the more advantageous option between the valuation cap and the discount rate outlined in the SAFE agreement.

Benefits of SAFE Notes

There are several founder-friendly reasons SAFE notes make sense for early-stage startups, particularly those who have yet to establish a pre-money valuation, and their investors.

Benefits for Startups

Flexibility

Capital raising through SAFE notes offers the flexibility to secure capital without setting a pre-money valuation, streamlining the fundraising process.

Speed

SAFE notes enable faster closing of funding rounds. This speed allows startups to secure capital when needed quickly and helps new investors join your cap table efficiently.

Simplicity

With fewer complexities than convertible notes, SAFE notes reduce paperwork and legal fees.

Growth Focus

With no interest or maturity dates, startups can concentrate on scaling their business without the burden of debt repayment.

Solvency

Depending on the terms, SAFE notes are typically treated as equity on the balance sheet, rather than debt, thus removing their impact on the balance sheet solvency test.

Benefits for Investors

Early Access to Investment Opportunities

SAFE notes offer investors a chance to back startups early, by simplifying the process of making an investment.

Potential for High Returns

Given the discounted equity and potential for significant valuation increases, investors can achieve high returns on their initial investment if the startup performs well.

Alignment with Startup

The conversion of SAFE notes into equity links investors' success with the startup's growth. Pro rata rights also allow investors to keep investing in later rounds, fostering a partnership-focused approach.

Discounted Equity

Investors might benefit from a discount rate on future equity, enhancing potential returns as the company's valuation increases.

Disadvantages of SAFE Notes

SAFE notes present unique benefits to both founders and investors. However, they also carry specific limitations that founders and SAFE investors should seek professional legal and financial advice to understand fully.

Disadvantages for Startups

Equity Control

Using SAFE notes might result in unexpected equity dilution, reducing founders' ownership stake in their business.

Investor Misalignment

Differences in company valuation and equity conversion expectations can emerge, leading to potential conflicts between founders and investors.

Future Fundraising Complexity

Managing several different SAFE notes with varied terms can complicate later funding rounds.

Disadvantages for Investors

Ownership Dilution

Conversion of SAFE notes into equity can dilute an investor's stake, especially with subsequent fundraising rounds.

Valuation Cap Challenges

Valuation caps might not accurately reflect the startup's potential value, especially if its valuation significantly increases.

Indefinite Returns

With maturity dates, the timeline for realising returns on SAFE notes is predictable, which can complicate investment strategies.

Equity Dilution

Converting SAFE notes into company equity can dilute the existing capitalisation table, potentially deterring some investors.

SAFE vs. Convertible Notes

SAFE and convertible notes are both popular methods used by early-stage startups looking to raise pre seed or seed capital from investors. While similar, there are some critical differences in their structure and terms.

SAFE Notes

• Equity-like instruments; no valuation is required.
• Simple and flexible; ideal for fast cost-effective fundraising.
• Convert into equity during future financing.
• No interest or maturity dates, minimising direct financial pressure.

Convertible Notes

• Convertible notes work as debt instruments that convert to equity later.
• Convertible securities are generally more complex, with potentially higher legal costs.
• Have interest rates and maturity dates, increasing structure.
• Offer more protections to investors, like liquidation preferences.

How to Issue a SAFE Note: Step-by-Step Guide

1. Consult Legal Advisors

Imagine your Fintech startup (structured as an LLC) is looking to raise $100,000 Pre seed funding. Although not always necessary, you should ideally consult a law firm that specialises in startup finances and understands the nuances of your industry. They'll help you kick off the SAFE note issuance process by drafting a document tailored to your situation.

2. Define Key Terms

You and your legal team determine critical terms for the SAFE note. In our example, let’s imagine you opt for a $3 million valuation cap, and a 25% discount rate. It is obviously important to ensure these terms are attractive to investors while protecting your startup's future growth potential.

3. Draft the SAFE Note Agreement

Draft the SAFE note with legal guidance to include your chosen terms alongside the specified conversion or trigger event, such as an equity financing round of at least $1 million. You might also consider including milestones that, when achieved, adjust the valuation cap or discount rate.

For a practical starting point, we suggest utilising the SAFE Note template provided by Kindrik Partners.

4. Present the SAFE Note to your Investor

Offer this SAFE note to your potential investors such as angel investors, venture capital firms, or a venture studio. Naturally this needs to accompany a detailed overview of your business and growth strategy, usually in the form of a pitch deck—VCs and other investors must understand the investment vehicle and the vision they're investing in.

5. Execute the Agreement

Assuming your investor is happy with the terms you have presented, you would solidify this through a formal SAFE Note agreement and distribute the signed document to all parties to keep for their records.

6. Equity Conversion

Now let’s imagine 12 months later your startup raises a $1m Seed round of funding at a pre-money valuation of $5m from new investors. This causes an equity conversion to be triggered, as the capital raise meets the $1m trigger event.

To determine the valuation at which the SAFE note will convert at we take the lower of:

1. The discounted valuation; the seed round valuation of $5m less the 25% discount, which is $3.75m.
2. The valuation cap; which was $3m.

In this case the valuation cap of $3m is less than the 25% discount on the pre seed valuation of $5m, so this valuation will be used to determine the conversion value. This means the $100,000 SAFE note will be converted to the relevant number of shares at a $3m pre-money valuation.

The SAFE note would convert first, so the $3m pre-money valuation would become a $3.1m post-money valuation. The SAFE note investor would therefore get 3.23% of the company, this is calculated as $100k/$3.1m.

After the SAFE note has converted, the new seed investment capital would come in causing the SAFE note investor to take part in the equity dilution. The new investors would be investing in a $5m pre-money valuation which would become a $6m post-money valuation. For their $1m investment they would get 16.7% of the company, this calculated as $1m/$6m.

The Future of SAFE Notes in Startup Financing

Adoption

While SAFE notes are very common in Silicon Valley and more mature startup ecosystems they are not as common in New Zealand and Australia yet. We anticipate that SAFE notes will continue to gain traction in Australasia as our startup ecosystem matures. Their appeal lies in their simplicity and the benefits they afford both parties which is crucial for the tech sector which needs to prioritise speed and innovation.

Evolution

SAFE notes will likely continue to evolve. We expect to see new types of SAFE notes that address the changing needs of startups and investors alike, potentially incorporating more standardised terms and offering nuanced investor protections.

Alternatives

SAFE notes will likely inspire the creation of new financial instruments. These alternatives could refine or redefine the terms of engagement between startups and investors, providing more tailored solutions to industry-specific challenges. It will be interesting to see Blockchain technology's impact on startup fundraising.

Continued Relevance

At their core, SAFE notes embody the principles of flexibility, efficiency, and alignment of interests. These qualities are highly valued in the startup ecosystem and are likely to ensure their continued popularity and relevance.

Key Article Takeaways

SAFE notes have become an important funding tool, especially for early-stage companies. They protect startup founders from premature equity dilution and avoid having to value a business on day 0. They also provide an efficient mechanism for investors to invest in high return opportunities without upfront negotiation on valuation.

Read some key takeaways from this article:

• SAFE notes are legal instruments used in seed-stage financings that give investors the right to convert their investments into equity at a later date.
• SAFE notes offer advantages for startups, such as flexibility, streamlined processes, and no interest or maturity date. They also offer discounted equity and potential preference during asset distribution for investors.
• While SAFE notes have risks and limitations, conducting thorough due diligence and seeking professional advice can help mitigate potential drawbacks.
• SAFE notes differ from traditional convertible notes regarding interest payments, repayment, company valuation, and debt versus equity representation.
• The future of SAFE notes in startup financing looks promising due to their simplicity, flexibility, and investor-friendly features.

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