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Startup Funding Stages: Pre-Seed to Exponential Exit

Business
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min reaD
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Jun 19, 2024

A startup's journey involves navigating different stages of growth, typically marked by key fundraising milestones. Tech entrepreneurs must grasp the uniqueness of each stage to plan ahead and steer their ventures towards growth and success.

This guide outlines the key funding stages along the startup journey and highlights each stage's primary objective. We also explore typical uses of funding, potential investors and their expectations, and the challenges a startup will typically experience.

Key Phases in a Startup's Journey

The startup lifecycle is inherently linked to the financing stages of the venture. Each growth phase brings a different approach to funding to secure the initial runway through venture capital rounds for scaling operations to potential IPOs or acquisition strategies as part of an exit plan.

Recognising the nuances of each funding stage enables startup founders to align their entrepreneurship and growth strategies with financial and business planning, ensuring they secure the necessary amount of money to fuel the next stage of their journey.

Pre-Seed Funding

At the earliest stage of their fundraising journey, startups engage in the pre-seed stage, focusing on transitioning a business idea into a potential business model. This stage involves market research, product ideation, and team assembly.

Primary Objective

Develop a Minimum Viable Product (MVP) with a market strategy that addresses a real need and lays the groundwork for further development.

Key Actions

Conduct Thorough Market Research

Assess market needs, analyse competitors, and identify pain points of potential customers to ensure the product offers a viable solution.

Iterative Prototyping

Build and refine prototypes to gather concrete feedback and iteratively improve the product.

Engage Early Users

Implement initial user testing to collect data, observe user interactions, and refine the MVP based on practical insights.

Types of Investors

  • Angel investors.
  • Friends and family.
  • Pre-seed venture funds.

Investor Expectations

Teams with high-potential ideas capable of executing a vision. They are primarily focused on the feasibility of the product concept and the team's capacity to deliver on initial milestones.

Their investments are typically modest, serving as preliminary validation of the startup's market potential and operational capabilities.

Challenges & Considerations

Resource Management

Efficient utilisation of limited financial resources to achieve significant progress and milestones.

Strategic Clarity

Establishing a clear business direction based on comprehensive market analysis and user feedback and translating this into a compelling pitch deck for future rounds of funding.

Seed Funding

The Seed round marks the transition from concept development to early business operations, providing the first substantial capital infusion to enhance the MVP and initiate market entry.

Primary Objective

Refine the MVP to demonstrate its viability and begin laying the foundation for market penetration.

Key Actions

MVP Refinement

Leverage user feedback to make necessary adjustments and improvements to the MVP.

Market Entry Strategy

Develop and execute strategies to introduce the product to the target market.

Team Expansion

Build the core team to support growth in core areas such as product development and customer acquisition.

Types of Investors

  • Venture capital firms (focused on early-stage startups).
  • Advanced angel investors.
  • Seed venture funds.
  • Accelerators.
  • Incubators
  • Crowdfunding platforms.

Investor Expectations

Startups with a viable MVP and evidence of initial market traction. Investors expect the team to demonstrate scalability potential and market impact in the seed funding stage.

Investors are particularly interested in the startup's ability to adapt and respond to user feedback efficiently, proving a compelling business model that supports substantial growth opportunities.

Challenges & Considerations

Effective Market Entry

Successfully introducing the product to the market while continuing to iterate based on user feedback.

Financial Management

Navigating cash flow challenges and efficiently using seed capital to sustain growth until the next round of funding.

Series A Funding

The Series A funding round helps startups to scale their operations after demonstrating strong product-market fit. This funding stage involves significant investment, typically from venture capitalists.

Primary Objective

Accelerate growth to enhance operations and solidify market presence.

Key Actions

Scale Operations

Expand operational capacity to support increased demand and business complexity.

Enhance Product Offering

Invest in product development to broaden features and improve user experience.

Market Expansion

Explore and penetrate new markets to expand customer base and increase revenue streams.

Types of Investors

  • Venture capital firms (focused on growth-stage investments).
  • Super angel investors.
  • Early-stage venture funds.
  • Investor Expectations

Startups with proven business models and a clear potential for rapid growth. These startups should have demonstrated a strong product-market fit and the ability to scale operations effectively.

Investors expect a detailed growth strategy that aligns with market opportunities and shows potential for significant market capture.

Challenges & Considerations

Sustaining Growth

Managing the complexities of rapid scaling while maintaining product quality and customer satisfaction.

Strategic Alignment

Aligning growth strategies with market opportunities and investor expectations.

Series B Funding

Series B funding supports startups ready for aggressive expansion and further solidification of their market position through advanced product development and strategic market penetration.

Primary Objective

Utilise established market presence to drive substantial growth and prepare for leadership in the industry.

Key Actions

Advanced Market Penetration

Deepen market reach and increase market share through targeted marketing and expanded sales efforts.

Product Diversification

Develop new products or enhance existing offerings to meet broader customer needs and tap into new customer segments.

Strategic Hiring

Attract top talent to support innovation and expansion efforts.

Types of Investors

  • Later-stage venture capital firms.
  • Growth equity investors
  • Continuing investments from previous venture capital firms.

Investor Expectations

Focus on startups that have already shown market fit and are ready for aggressive expansion. They expect these companies to have scalable business models and substantial customer bases.

Investors assess the effectiveness of the management team in driving the company through expanded operations and increased market demands.

Challenges & Considerations

Operational Efficiency

Enhancing operational capabilities to support a larger scale of operations without losing efficiency.

Market Adaptation

Responding dynamically to changing market conditions and customer feedback to maintain competitive advantage.

Series C Funding & Beyond

The Series C funding round and beyond (e.g. Series D funding) prepares well-established startups for significant scaling, potentially gearing up for public offerings or major strategic initiatives like acquisitions.

These stages are crucial for entrepreneurs aiming for market leadership or preparing for a successful startup exit.

Primary Objective

Enhance business operations and strategic investments to maximise growth potential while preparing for public offerings or sustaining growth to maintain market leadership.

Key Actions

Expansion Through Acquisitions

Identify and integrate acquisitions to expand product lines and enter new markets.

Capital Intensive Projects

Launch significant investments such as international expansion or major technological advancements.

IPO Preparations

When nearing an IPO, ensure compliance with public market standards and expectations.

Types of Investors

  • Large late-stage venture capital firms.
  • Private equity firms.
  • Corporate venture arms.
  • Strategic investors looking for integration or collaboration opportunities.
  • Hedge funds.
  • Investment banks.
  • Public market funds preparing for IPO support.

Investor Expectations

Investors seek startups with a proven track record of growth, scalability, and operational efficiency, poised for lucrative exits or major expansions.

They expect clear long-term strategies, strong market positions, and readiness for additional funding via the public market.

Challenges & Considerations

Scalability vs. Sustainability

Balance rapid expansion with sustainable practices to ensure long-term viability.

Investor Relations

Manage complex investor relations and prepare for the scrutiny of larger funding rounds.

Market Position Maintenance

Continuously innovate and adapt to remain competitive in a more saturated market.

Disclaimer: Every startup is unique. The above aims to provide a high-level overview of the average startup in New Zealand at each key funding stage based on our experience and insights provided by Hillfarrance.

Exit Strategies for Startups

As startups evolve from a new business venture to later in their maturity stage, considering exit strategies becomes increasingly important. These strategies help to realise the value created by the founding team and investors through years of hard work and dedication.

Below, we explore different exit strategies for startups, detailing when they are typically utilised, their benefits, and a balanced view of their advantages and disadvantages.

Initial Public Offerings (IPOs)

Utilised by mature startups that have achieved substantial growth and are ready to tap into the public markets for further expansion.

An IPO allows a startup to access significant capital, enhance its public profile, and provide liquidity for its investors. It also offers a prestigious status and the ability to attract top talent.

Advantages

  • Access to a large pool of capital.
  • Increased credibility and public awareness.
  • Liquidity for founders and early investors.

Disadvantages

  • Rigorous regulatory and compliance requirements.
  • High costs associated with going public.
  • Potential loss of control as stakeholders now include public shareholders.

Mergers & Acquisitions

Suitable for various stages of startup funding, particularly those looking to expand quickly or enter new markets through strategic partnerships.

M&A can offer startups immediate financial returns, operational synergies, and access to new markets and technologies. This route can accelerate startup growth beyond organic means.

Advantages

  • Immediate realisation of financial gains.
  • Strategic growth through access to new markets and technologies.
  • Potential for operational efficiencies with larger entities.

Disadvantages

  • Complexity in negotiations and due diligence.
  • Risk of cultural mismatches.
  • Potential job redundancies post-merger.

Management Buyouts

Often pursued by startups that have yet to go public but have reached a point of operational stability and profitability.

Management buyouts allow founders to exit by selling their stakes to private investors or the existing management. This strategy can preserve the company'scompany's culture and operational ethos.

Advantages

  • Simplified negotiation process compared to public offerings.
  • Preservation of company culture and legacy.
  • Immediate liquidity for founders.

Disadvantages

  • Potentially lower valuation compared to public markets.
  • Limited buyer pool.
  • Dependence on management's ability to finance the buyout.

Secondary Market Sales

Ideal for later-stage startups that have significant value and where founders or early investors seek liquidity without a complete exit.

Provides an avenue for early investors or founders to sell their shares to new investors, such as financial institutions or private equity, without affecting the company'scompany's operations.

Advantages

  • Provides partial liquidity to shareholders.
  • Does not require public disclosure as with IPOs.
  • Less regulatory scrutiny.

Disadvantages

  • May involve discounts on valuation due to lack of marketability.
  • Limited to accredited investors.
  • Can lead to dilution of existing shareholders.

Conclusion

Strategic funding, innovation, and resilience shape the journey from an initial idea to a startup's success. Understanding the nuances of each stage of a startup—from pre-seed to exit—helps entrepreneurs secure the necessary capital to scale their operations into a successful business.

This journey emphasises the importance of aligning growth ambitions with financial planning, where adaptability and a clear vision are key.

Scott Kennedy
Co-Founder & UX Director at Edition
Scott has a rich agency background supporting global brands with digital transformation. Today he’s committed to helping ambitious founders shape tomorrow with technology. Weekends are spent gardening with 90's hip-hop in his ears.
Mike Mandis
Co-CEO at Oxygen Advisors
Mike is Co-CEO at Oxygen Advisors; the finance experts behind 100+ tech startups. Over the past three years he has helped technology companies raise over $100m in capital and has supported companies scaling from pre-revenue to $10m+ ARR.

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Venture Capital
Learn how to successfully raise venture capital for your technology startup with this comprehensive fundraising guide.
min reaD

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 provides liquidity for early investors and 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 criteria. 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.

Venture Capital
SAFE notes are a popular financing instrument used by founders of early-stage startups looking to simplify the process of raising capital.
min reaD

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 yet as common in New Zealand and Australia. 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.

Business
Building a tech startup? Discover how a Venture Studio can support your journey and increase your chances of success.
min reaD

Building a technology company from the ground up is a challenging endeavour. From raising your first round of venture capital to assembling a world-class team, there are myriad challenges, especially for those lacking industry expertise. Given that 90% of startups fail, exploring ways to increase your chances of success is essential.

Enter the venture studio; a collaborative working model first adopted by Idealab in 1996. By combining industry expertise, resources, hands-on support, and valuable learnings from success stories and failures, venture studios offer more than traditional funding avenues. They provide a supportive environment for tech entrepreneurs on a tight budget, facilitating capital raising and collaborative approaches to launching new ventures successfully. Across Aotearoa New Zealand and Australia this model is gaining traction, helping startups achieve higher valuations and sustainable growth.

What is a Venture Studio?

A venture studio (or startup studio) collaborates closely with founders and founding teams to build new companies and help them find product-market fit. They often assist in assembling the founding team of early-stage startups to scale the business. Unlike traditional venture capital funds, a venture studio embeds itself within the startup's operations and strategic decision-making, acting as a co-founder actively participating in the company's expansion.

The venture studio business model, popularised in Silicon Valley, leverages deep industry know-how and a financial model designed to yield a higher success rate. This approach can result in an increased rate of successful startups compared to traditional venture capital methods. By integrating resources, expertise, and hands-on support, venture studios offer a comprehensive framework that nurtures startups from inception to market success.

How do Venture Studios Work?

The venture studio model offers a unique approach to turning innovative ideas into successful businesses, distinguishing themselves from traditional startup support systems through an active, holistic process.

Here's a general overview of how they work:

Ideation & Investigation

  • Process: Venture studios serve as hubs for creative ideas to be challenged and evolve further. These ideas might be sourced from within the studio itself, come from founders and startup teams outside the studio, or external collaborators. Ideas undergo meticulous evaluation for market potential, feasibility, and alignment with the studio's expertise.
  • Outcome: A well-defined concept with a clear understanding of the target market, potential challenges, and opportunities. Concludes with a comprehensive concept ready for further exploration and market validation.

Validation

  • Process: Ideas undergo rigorous testing against market realities. This involves in-depth competitor research, user interviews, business model consideration, and feasibility studies to assess the viability of the proposed venture — ensuring the concept holds promise and aligns with real user needs and market opportunities.
  • Outcome: The outcome of the validation phase is to gain a better understanding of whether the idea can meet genuine market needs before further time, energy, and resources are committed. This helps a new startup de-risk itself and increases the likelihood of success for the venture.

MVP Design & Development

  • Process: The venture studio (or venture builder) will shift into execution, prioritising key components of a first release based on a defined budget and desired timelines before bringing the idea to life. Founders collaborate with in-house experts across product design, product development, marketing, and strategic planning to refine an MVP solution and launch strategy, establishing a solid foundation for future growth.
  • Outcome: A tangible MVP – a digital product or service ready for market entry, like the first version of a generative AI mobile app designed to translate Kiwi slang for newcomers and tourists. By leveraging the expertise of the studio and focusing on core features, the MVP is designed to address user pain points and provide immediate value to the target audience. Choice as.

Launch

  • Process: Once an MVP is built, venture studios assist in preparing the startup for market entry. This may involve branding, development a marketing website, and social media presence. Some startups will opt for a soft launch, conducting closed beta trials with potential customers while others will launch to the public from day one. The goal is to create a compelling market presence and generate initial traction for the product.
  • Outcome: The outcome of the launch phase is market entry. The venture studio aims to position the product for maximum impact and user adoption when the product steps onto the market stage, ready to captivate its audience.

Scaling

  • Process: As the venture gains traction and demonstrates scalability, venture studios will typically play a role in supporting its continued growth. This can involve support securing additional funding, evolving the MVP into a more polished solution based on user feedback, and expanding the team. It's important to note that venture studios typically don't accompany ventures to the point of an IPO; rather, they facilitate growth until the venture is independently flourishing.
  • Outcome: The outcome of the scaling phase is to facilitate new opportunities for growth and success. By leveraging established networks and industry connections, the studio aims to open doors for the venture that might otherwise be inaccessible. This could include opportunities for acquisition, strategic partnerships, or other avenues for expansion.

Off-boarding

  • Process: Off-boarding marks a pivotal moment for a startup, transitioning from venture studio-supported growth to a thriving independent company. This milestone reflects the venture's readiness to navigate the market confidently with the support of an internal team, embodying the culmination of a successful partnership that has equipped the venture for sustained success.
  • Outcome: Achieving independence is a testament to the entrepreneurial venture's potential and the value of the guidance provided by the partnering venture studio. This phase celebrates the venture's journey from concept to a competitive market leader.

Benefits of Venture Studios

Venture studios offer a number of key benefits that are particularly valuable to founders navigating the complexities of launching and growing a successful technology company.

Here’s a breakdown of some of these key benefits:

Risk Reduction

Venture studios help mitigate the risks inherent in starting a tech company. Leveraging their collective experience, they validate new business ideas and provide valuable guidance to startups through the early stages, ultimately increasing the likelihood of success.

Achieve More for Less

By leveraging their expertise and often accepting sweat equity (through mechanisms like SAFE notes), venture building with a venture studio can reduce the effective hourly rate of your startup’s development. This means that with a given budget, startups can accomplish more extensive outcomes or achieve a higher quality minimum viable product (MVP) compared to traditional funding avenues.

Essentially, startups can expand their resources further, unlocking the potential for greater innovation, new business opportunities and market readiness without sacrificing equity or quality.

Easier Access to Funding

With their established networks, venture studios can make fundraising less daunting. They connect startups with outside investors, facilitating the financial backing necessary for continued growth after launch. Depending on the venture studio, they might also be able to position the new venture in a way that is more attractive to external investors; resulting in the ability to raise more from venture capitalists for less equity.

Access to a Collaborative Ecosystem

Partnering with a venture studio helps you enter an environment where collaboration is the norm. Entrepreneurs get to rub shoulders with experienced mentors, software experts, industry insiders, and fellow founders and portfolio company teams, creating a rich environment for knowledge exchange and support. Venture studios are often able to intro you to who you need to speak, like the ideal mobile app developer just when your team needs them.

Shared Resources

One of the practical perks of venture studios is their provision of shared resources. These can include but are not limited to office space, equipment, market research and essential services like marketing support or software development. This helps to not only cut down operational costs in a startup’s early stages, but also allows founders and co-founders to focus more on the strategic aspects of their business.

Accelerated Market Entry

The path from idea to go-to-market can be significantly shortened with the support of a venture studio. Thanks to their expertise and streamlined processes, startups can navigate the process of early-stage validation and product development more smoothly, to ensure a faster, more confident launch.

Types of Venture Studios

Not all venture studios are the same. They come in various forms, tailored to the unique needs of the startups they seek to support. Understanding what makes each unique can help entrepreneurs feel confident in their decision of who to partner with.

These are some of the most common types of ventures studios:

Industry-Specific vs. Industry Agnostic

Industry-Specific Venture Studios

Industry-specific venture studios, also known as niche venture studios, concentrate solely on a particular sector, such as Healthcare, Fintech, SaaS or EdTech. They choose to only offer their deep industry knowledge, insights, and specialised support to startups looking to operate in their area of expertise.

Industry-Agnostic Venture Studios

Industry-agnostic venture studios take a broader approach, welcoming startups from various sectors and industries. They focus on providing support and resources to startups with innovative ideas, regardless of the industry they operate in. This flexibility allows them to cater to a diverse range of entrepreneurs and business concepts, fostering wide-reaching innovation.

Corporate vs. Independent

Corporate Venture Studios

Established by large corporations, corporate venture studios will typically invest in and incubate new business ideas that align with their corporate goals. These startups often come from ideas generated in corporate hackathon events. While not always successful, corporate studios seek to combine the agility of startups with the resources and reach of well established companies.

Independent Venture Studios

Unlike corporate venture studios, independent venture studios are stand-alone businesses that are not affiliated with a large corporation, and operate independently - often within a credible agency that specialises in a particular field such as technology, or brand. They invest their resources into entrepreneurs and ideas they believe strongly in. These venture studios have an experienced entrepreneurship team and highly-skilled team members with a wealth of experience helping build and scale tech startups.

Hybrid Venture Studios

Hybrid venture studios combine elements of both corporate and independent venture studios. They have a strategic partnership with a large corporation or venture capital firm, allowing them to leverage resources and networks. These studios might evaluate investment opportunities independently, but typically have an investment committee that will make the final decision on partnerships.

Expertise-Led Venture Studios

In addition to the defining characteristics mentioned above, it’s not uncommon for a venture studio to have a specific area of expertise that influence their partnership decisions.

For example brand-led venture studios will support startups they believe they can help succeed by taking a brand-centric focus, embedding their expertise in brand strategy and identity capabilities into the business.

On the other hand, a technology-led venture studio will carefully select innovative new business ideas (such as those that utilise artificial intelligence) that they believe will have an unfair advantage if the business correctly balances it’s focus on innovation and usability; crafting world-class interfaces that encourage value delivery and retention.

The Difference Between Venture Studios and Traditional Startup Growth Methods

Of course, venture studios are not the only option available to founders looking to build and scale a successful technology company. Below we compare venture studios to some of the more traditional startup growth methods; venture capital firms, angel investors, startup accelerators, and incubators.

Venture Studios vs. Venture Capital Firms

Venture Studios offer a blend of investment (through rounds like pre-seed, seed funding, series A and so on), strategic guidance, and operational support, often actively participating in daily management. Unlike Venture Capital Firms, which primarily provide financial backing and mentorship, studios invest expertise and resources, accelerating startup growth in exchange for more equity. This model contrasts with VC firms' focus on financial investment and strategic advice, appealing to founders desiring substantial capital with minimal day-to-day external involvement.

Venture Studios vs. Angel Investors

Angel investors, investing their personal capital, often provide larger sums like venture capital firms but typically adopt a passive approach, allowing startup founders to retain management control. In contrast, venture studios actively assist with guidance and support, offering a distinct advantage for startups seeking hands-on operational help alongside investment.

Venture Studios vs. Startup Accelerators

Venture Studios differ from Startup Accelerators in their engagement depth and investment approach. Venture studios provide in-depth, long-term involvement, often co-creating businesses from the ground up, offering substantial resources, a small to medium sized equity stakes. Whereas Accelerators typically offer short-term programs with mentorship and small capital injections, focusing on rapid growth and networking opportunities, and usually require less equity.

Venture Studios vs. Incubators

Venture Studios differentiate from Incubators by offering extensive operational support and funding, often taking a larger equity stake due to their active role in startup development. Incubators, while providing a nurturing environment with mentorship and resources, usually don't involve direct funding or hands-on management. Similar to startup accelerators, this can be appealing to founders who seek support with greater autonomy.

In choosing between venture studios and traditional methods, founders should consider their specific needs, startup stage, and preference for equity and operational support, recognising each model's unique contributions to the startup ecosystem.

Venture studios can work alongside traditional VC firms and angel investors to complement financial investments with operational support, while accelerators and incubators prepare startups for further development and scaling.

Is a Venture Studio Right For Your Startup?

Having explored the concept of venture studios, you may be wondering if partnering with a venture studio is the right path for you and your new venture.

Here's why this model could be pivotal for your startup:

Early Stage Partnership

Venture studios excel in nurturing ideas from scratch. Their involvement from the ideation phase means you get more than just funding; you receive a partner who's invested in your vision and success from day one.

Hands-On Operational Support

Unlike traditional investors, venture studios offer active, hands-on guidance. They're your strategic partners, involved in daily decision-making and operational execution, providing an invaluable support system for navigating the startup landscape.

Ideation & Validation Support

Venture studios are invaluable for entrepreneurs who have a promising concept but seek expertise in evolving it into a market-ready venture. They provide a blend of resources and hands-on guidance, to rigorously validate ideas against market realities. This helps to ensure that startups they partner with are not just launching a product but addressing real user pain points and market gaps.

Access to Extensive Resources and Networks

Venture studios open doors to a wealth of resources and industry connections. This network is crucial for startups seeking to establish themselves and scale in a competitive tech ecosystem.

Risk Mitigation

With the high stakes of launching a tech startup, venture studios offer a strategic partnership to that mitigates risks. Their collective experience and support framework significantly bolster your chances of success, steering you through the complexities of the startup world.

Market Fit & Product Development

With their expertise, venture studios guide startups through the critical stages of market validation and MVP development. They ensure that your product enters the market with a strong value proposition and fit.

Operational Involvement

For those who prefer an immersive support system, venture studios offer a unique advantage. Their active role in the early and crucial stages of your startup, from developing an MVP to accelerating your path to  They can help you make key decisions faster and significantly expedite your journey to market resonance.

For those who prefer an immersive support system, venture studios offer a unique advantage. Their active role in the early and crucial stages of your startup, from developing an MVP to accelerating your path to product market fit, includes leveraging a proven playbook. This playbook helps you make key decisions faster and significantly expedites your journey to market resonance.

Access to Resources

If you would benefit from shared resources such as office space, marketing expertise, and a collaborative ecosystem of industry experts, a venture studio can offer you tailored infrastructure to help facilitate your growth.

Risk Mitigation & Increased Success Potential

With the high stakes of launching a tech startup, venture studios offer a strategic partnership to that mitigates risks. Their collective experience and support framework significantly reduce the inherent risks of starting a tech company and amplify your chances of success.

It's important to note that joining a venture studio requires a certain level of commitment, flexibility, and openness to collaboration. While venture studios provide powerful support, they also expect founders to actively engage and contribute to growing a successful venture.

Whether as a simple fee-for-service or a combination of both fee-for-service and sweat equity, working with Edition offers your startup a unique opportunity to leverage our expertise, resources, and collaborative ways of working to propel your venture. With a track record of nurturing early-stage and high-growth ventures, and a commitment to driving innovation, Edition provides a dynamic and supportive environment for ambitious founders and technology teams ready to bring their ideas to life. From our studio in Auckland to Sydney and New York, we support global growth and success. If you'd like to discuss a potential partnership, let's talk.

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