The Comprehensive Guide on Raising Seed Capital
First off, let’s clarify a few things:
- We’re not investors – the advice we give here will support you in raising a round that’s most beneficial for YOU, not to try to prime you for expectations of dilution that investors are looking for.
- We are entrepreneurs too and we’ve helped raise over $35 million in seed funding collectively.
- There’s no way to guarantee a successful raise. This guide however, will help you avoid all the rookie mistakes that could stall your round and help you speed up the process.
- We’re located in Vancouver, Canada. Many of the examples below are from a Canadian perspective but also apply to US/global companies as our companies have raised from investors all across the globe.
- If you’re looking for more hands-on support and introductions to investors, we provide more in-depth support through our Leaders Roundtable groups.
This will be the most comprehensive blog put out by Spring to-date. Written in joint collaboration between Keith Ippel, Sana Kapadia, and Chin Hing Chang
Part 1 - Should I Raise?
When thinking about financing your company for growth, there are multiple options that an entrepreneur should consider. Let’s start by reviewing if raising from investors is right for you.
Ask yourself the following questions:
- What type of company do I want to build?
- Am I ready to scale?
- How quickly do I want things to happen?
- How much do I need to make it happen?
- Should I bootstrap or raise external funds?
What Type Of Company Do I Want To Build?
There are a variety of reasons for investors to invest (more on this below), but a key factor is ROI (Return on Investment). At the seed stage (we’ll go more into what a seed round looks like later), investors are taking a lot of risk and it’s common for them to see over 80% of their portfolio companies go bust before returning a profit. As such, to make it worthwhile, investors are looking for hypergrowth companies – these are companies that have the potential to provide a 10x++ ROI as they scale.
The reality, though, is that not all businesses are venture scale and will not provide a 10x ROI. At the same time, not all entrepreneurs feel comfortable with venture-style investors, given that they are focused on their fundamental world-changing missions first and foremost. Fortunately, there are other ways to be creative with your round, depending on the type of business you want
to grow and the type of investor you want to attract. If your company has a strong mandate to improve the world for the better, impact investors are an option, as are community-oriented crowdfunding models amongst others.
Impact investors still care about financial returns, but they also care about the mission and impact of your business, for example, they might look at your business if you have a slower growth model or have a smaller target market. You will however still need to show them “return” on their investment by updating them on the impact that their money is having on the community/environment, while also providing a financial return.
“Defining your ideal investor is the first step to raising a good seed round” – Keith Ippel, CEO & Founder @ Spring
Am I Ready To Scale?
Some possible reasons for raising include:
- R&D/Product Development
Aside from the obvious, not every company is fundable. Here are a few things to consider before you start to think about raising or scaling your organization.
Do You Have A Team?
Investors will rarely invest in a solopreneur. That being said, you don’t necessarily need co-founders, but you do need a team. Investors want reassurance that if anything goes sideways, the business will still survive in your absence and their investment will remain valid. Contractors and PT staff can be considered a team if there is a plan for them to take on a leadership role when you close your round. Need more in-depth guidance on building a team?
Access our Fundraising Kit which includes The Comprehensive Co-founder Handbook and many more tools/templates.
Do I Have A Minimum Viable Valuable Product (MVP)?
If I had a dime for every business idea I’ve heard…
You’ve heard it, execution matters. You’ll need to have a prototype that’s close to commercialization, perhaps launched and have users on your platform (even if it’s all done manually and pieced together with duct tape/Zapier on the back-end), or have some revolutionary IP that is commercializable.
What Does Traction Look Like?
Coming up with a solution is one thing, getting it into the hands of customers is another. Being able to prove traction will help with de-risking the opportunity for investors and allow you to secure a better valuation for your rounds.
Despite the negativity around Dave McClure and his recent allegations, Pirate Metrics, which he coined, is a great set of high-level KPIs to help gauge the health of your startup.
AARRR – this applies to not only software startups, but also to service/hardware companies too.
Below are more details and a hypothetical measure for one of our companies – Nada Grocery.
Nada is a certified B-corp, for-profit social venture. They provide package free groceries and are on a mission to eliminate waste in the world.
What’s your CAC (Customer Acquisition Cost)? Do you have a proven and repeatable method/channel for acquiring new users/customers
Nada Grocery: Number of new customers each month (measured through email capture – free membership program where members get exclusive discounts) OR weekly foot traffic, determined by setting up a foot traffic counter at the entrance of the store.
Are your users/customers actually USING your product? It’s one thing to say you’ve had 200,000 downloads, it’s another to say that people are actively using it (#of daily users, #of bookings made, #of customers who take action in your program etc.)
Nada Grocery: Number of returning customers who utilize the membership card for discount OR tracking number of daily transactions.
What’s the LTV (Lifetime Value) of your customers? Do they stay around long enough for your to recoup your CAC?
Nada Grocery: Period between joining membership vs. inactivity (as defined by lack of purchase activity for over 3 months.
Have you figured out the right revenue model? Is it single purchase? Premium? Subscription? Advertising? Etc.
Nada Grocery: Average Order Size
The benchmark here is NPS (Net Promoter Score), it shows that not only do users like and get value out of your product/service, but that your company will grow organically.
Prematurely scaling can lead to failure, be aware of how ready you are before you start to scale/raise. Just because 5,000 people have signed up for your newsletter, doesn’t mean that you’re ready to pour money into it and make it go boom. The last thing you’ll want to do is build a leaky ship. You could be amazing with marketing but actually have a terrible product/solution which needs to be revised.
“If you have at least Acquisition, Activation, and Retention nailed down, I believe you’re ready to start raising.” Chin Hing Chang, Head of Growth @ Spring
Proving traction will also help build confidence with an investor and show them that you’re not going to use their money to experiment or figure-things-out, but have a viable business and are ready to scale.
—If you’re not there yet, pause here. Bookmark this, go focus on customer discovery, flushing out your product, and acquiring new users/customers. To make good use of your time, come back when you’re ready—
How Quickly Do I Want Things To Happen?
Considerations revolve around:
- Level of adoption needed to push your community over the threshold (marketplace type platforms)
- Competition in the marketplace
- Regulatory implementations that might hinder or facilitate adoption
- Personal ambition
- Ability to recruit a stellar team member
If you’re ready to raise (as per above), and there’s a strong motivation, then let’s get started!
Do note that raising a seed round typically takes 6-12 months from preparation to close so you’ll want to start the process early.
How Much Do I Need To Make It Happen?
Before we even talk about valuation, get started by mapping out your use of proceeds. Create a financial forecast and budget, map out your sales/marketing plan, plan out your next sizable milestone. Your goal is to raise enough for 12-24 months so that you don’t have to go back into fundraising mode.
Investors know that fundraising is distracting for the business and they want you to raise enough to be in a healthy position and focus on growth.
If you’re raising less than average ($250k in Canada, $1mil in US), investors will doubt that you know what you’re doing. They’ll think that you’re using their money for operations, to pay yourself (nothing wrong with this, you can include it in the cashflow forecast, but you shouldn’t say that you’re raising to pay yourself a salary), or to develop a product. Investors want to know that you’re going to use their money to scale, and they know there needs to be a significant sales/marketing budget to do so.
Should I Bootstrap or Raise External Funds?
Don’t buy into the hype of raising capital. Raising money is distracting, you should always focus on your customers and generating revenue. If you are able to generate an equal or greater amount of revenue with the time and effort spent raising capital, you might not need to raise a round.
That being said, there are clear benefits for raising.
- There’s nothing that will push you harder and faster than being held accountable by actual stakeholders in your company.
- Investors can add a lot more value than just monetary, getting an investor to contribute also secures them as a strong advisor/advocate for your company.
Part 2 - How Do I Raise?
Before we get into raising from investors, let’s make sure we cover our bases on all the different financing options available.
They all come with pros and cons; your duty as an entrepreneur is to remove all personal biases and consider what’s best for your business given the conditions.
Another big consideration is your runway and urgency to close. In order of least amount of time to longest to close:
- Friends & Family
- Loans, Grants, Competitions
If you can get money without giving away equity, why not! Especially if you have a proven revenue stream and have relative confidence that you can turn $1 into $2+.
Investors also like to see that you’re being resourceful and have considered all options and have some skin-in-the-game.
Friends & Family
Some people are terrified by the idea of raising from friends and family. But here are a few things to think about:
- Friends and family are usually the QUICKEST way to raise a small amount of operational capital (most F&F rounds are <$100k)
- If you can’t even convince your F&F to contribute to your cause, some investors might doubt your ability/credibility and hesitate to invest.
Look into entrepreneur friendly loans/micro-financing options at your local bank. The key to being effective with financing is to separate business from personal, for example, I wouldn’t recommend taking out a personal line of credit to finance your business.
Specific to Canada, below are some good sources to check out:
- Futurpreneur (If you’re under 39)
- Women’s Enterprise Centre (if 50%+ ownership of your company is female)
- SR&ED (Scientific Research and Experimental Development) financing – provides financing based on tax credits from the Canadian SR&ED program.
- Revenue financing – Timia Capital
Unfortunately, I can only speak to the Canadian options here, but below are some great choices for Canadian companies:
- SR&ED mentioned above
- IRAP – Industrial Research Assistance Program
- Leveraging hiring/job training grants – reach out to NRC Concierge to learn about what you qualify for
- BCIP – Build in Canada Innovation program
Too busy to apply for a grant? Check out Granted.
Start by looking at local universities, local government support organizations, or large corporations that have innovation departments.
Again specific to Canada:
Starting to feel overwhelmed with the different options? We built a tool with Vancity called – Impact Money Finder, it’ll help you narrow down all the different options available based on your company.
Another resource is this tool by Innovation Canada.
Can you imagine? This source of funding DID NOT EXIST 10 years ago. To date, over $34 billion has been raised through this new medium which allows companies to raise from non-accredited investors.
There are 2 main types:
- Reward based crowdfunding (Kickstarter, Indiegogo)
- Equity crowdfunding (FrontFundr, SeedsUp)
- Other options include:
Many entrepreneurs underestimate the amount of effort that goes into building a successful campaign. This method is typically more suitable for B2C type companies with a large community/user base.
Took me a while to get to this eh, just wanted to make sure you get all the information you need to make the best decision on funding options before we dive into raising from investors.
Venture financing takes place in “rounds” – Seed, Series A, Series B…IPO. With Bridge rounds happening in between. How these rounds are determined is defined by the amount being raised and who you’re raising it from. In a seed round, you’re typically raising from individual angel investors, not institutional/VC (Venture Capital) firms. In Canada, seed is typically $250k-$1.5mil. In the US, seed is typically $1mil-$10mil.
Before we start, let’s cover some different types of investment paperwork
- Common Shares
- Preferred Shares
- Convertible Debt
Direct ownership in a company, common shares are the simplest and most easily understood form of ownership. This requires setting a valuation. To drill deeper, if this is what you’re going for, make sure you get educated with your lawyer on equity incentive plans (option pools), liquidation preferences, anti-dilution rights, protective provisions, etc.
Like common shares, but entitles the holder to certain rights and payments which take priority over common shares. Usually used by growth stage investors or VC’s and includes many rights and privileges – liquidation, redemption etc.
The paperwork here is called a convertible note – it is effectively debt with an interest rate (usually a minimum of 2%) and maturity date. Notes do not sit on the books as equity and allows for you to have the valuation conversation at a later date. It includes an option for holders to convert their holding shares into a fixed number of common shares at a later date (usually triggered by a subsequent financing transaction).
You’ll also commonly hear the terms Cap/Target Valuation/Discount. Cap is the maximum valuation regardless of valuation of the future round in which it converts. This allows for investors that come in early to pay a lower price compared to investors who join in the future round. Specific terms are negotiable. If no future round is raised, earned interest has to be paid out at maturity (but maturity dates are often extended).
SAFE (Simple Agreement for Future Equity)
Originally released by Y-Combinator, SAFE also allows for the valuation discussion to be deferred.
Basically the same as a Convertible Note, but without interest rate, maturity, and repayment requirements.
Discount + Cap
Can have caps
Not up front
Yes, with preferred terms
Interest, on sale, future financing
Convert to pref., no timeline
On sale, future financing
How Do I Value My Company?
Even if you’re not raising through common shares, this is still a commonly asked question that you’ll need to address with investors.
Bad news is, there’s no easy answer or formula to calculate it.
Two things will determine your value
- Comparable transactions
- Market response
You’re trying to figure out what companies that look like yours are being valued at during a financial transaction, in the current market. Considerations include:
- Industry/type of customer
- Maturity of your product/solution
- Location of your company
There are a few ways you can shop around for this:
- Speak to lawyers/accountants that are dealing with a high volume of transactions in your industry or stage – they have insider knowledge on the size of rounds and valuations that are being closed in your region and can give you an estimate of where your company might be at.
- Speaking to other founders in your space.
- Speaking to investors about their portfolio.
- Reviewing reports from your local angel groups
- Using tools to estimate
As with all economics, price is driven by supply vs. demand. If you’re able to drum up a large amount of interest, naturally your valuation will increase in parallel.
As there is no such thing as perfect valuation, your goal is to find one that you’re comfortable with, that investors find reasonable, and will allow you to raise the capital you need to hit your milestones. The typical range of seed valuation is $1.5-$10 million.
Being mindful of future downrounds
I’ll keep this brief, dilution is typically 10-20% for seed rounds. Anything more than 25% is uncommon.
Part 3 - Who Should I Raise From?
Here’s where fundraising prep properly begins. First off, let’s discuss some common places:
- Angel Investors
- Angel Groups
- VC (Venture Capital)
Usually invest in early-stage companies. They’re investing their own money on their own terms. Due diligence process is variable from angel to angel. Decisions are usually more emotionally driven based on how much they like you, your business, or your team.
Are a collective of Angel investors who have banded together to collectively vet and review deals. There might or might not be a dedicated fund manager that oversees or makes decisions on which companies to invest in. Typically they are more involved in Seed Bridge/Series A rounds, sometimes seen in Seed.
Local groups in Canada include:
Venture Capital (VC)
These are the big guns; they’re investing other people’s money. VCs are more metrics driven and go after “safer” investments or investments with a larger promise of return. You’ll usually need to have a potential for 30x++ return for VCs to show interest. Uncommon in Seed, typically Series A++
Part 4 - Definitive Steps To Get Started
“You wouldn’t stand on the sidewalk and try to sell your product to any random customer, neither should you try to pitch to every investor or take money from any random person. It’s just not the most efficient way to approach fundraising.” – Keith Ippel, CEO @ Spring
To speed up fundraising, we encourage treating it like a sales process. Below are 10 steps to a strong start:
Step 1: Set a goal for the round
How much, by when, ideal investors
Step 2: Define the ideal investor and identify targets
AngelList, CrunchBase, Gust, LinkedIn
Step 3: Select a lawyer with experience with funding rounds
Don’t get a painter to fix your car
Step 4: Build your 3-5 year forecast
Base, best, and worst case scenarios
Step 5: Start your due diligence folder
Dropbox or Google Drive
Step 6: Ask the lawyer to create the draft financing docs
Start with the financing docs, then the term sheet
Step 7: Build your pitch deck
Get it reviewed by at least 3-4 people
Step 8: Identify ways to get warm intros to key investors
Step 9: Practice your pitch on others first
Step 10: Start to reach out!
Warm intros & do your homework on them
Part 5 - Defining Your Ideal Investor
7 Traits of an ideal investor
A network that can add value to you and your business is really broken down into three groups. 1st: If you are raising money, do they have a network of fellow investors that can help you raise this, and/or future investment rounds?
2nd: They have a network of potential customers or partners in your market.
3rd: They have a network of talent that can be called on to help answer tough questions or to grow the team as you start to scale.
#2: Industry Experience
Investors who have been in your industry, know how it works, who the players are, and the market. These are the folks who can help you avoid rookie mistakes, and open doors to newer, bigger opportunities. This is worth its weight in gold: rank such investors accordingly.
#3: Business Model Experience
Whether you are retail, software as a service, or anything in-between, a business model expert investor can help you learn quickly from where others have gone before, show you how to optimize the business model quickly and connect you with folks in the know. This can be especially helpful for learning from early customer feedback and making changes to your business model post-launch to finding product-market fit.
#4: Functional Area Expertise
Does this investor have functional expertise that he or she could use to help out the company temporarily? These could be things like project management, negotiation, or I.T. Getting the investor to take on a temporary role in the business could help you cut costs. Also, you can be certain that they’ll put in their best work since they’re invested — literally — in the business. In this case, look for investors who may be willing to be more active as an advisor or even in the day-to-day if you want and/or need it.
#5: Geographical Relevance
Is this investor in the same country or region as you or your customers? Getting in-person, hands-on help from investors could help speed up progress. If your investor lives in the same place as your target customers, he or she could provide invaluable intel that you may otherwise have no access to.
#6: Aligned Views On “Return”
Does this investor have an agenda that’s aligned with yours? Do they share the same values as you? Are they trying to make money or are they more interested in helping your business fulfill its mission? How fast are they expecting the return? These are all important factors to consider.
#7 Easy To Work With
How does this investor work with companies? Does he or she like to take on a more “lean in”, “heavy on the business” approach? Or do they like to be more of a “shadow”? Does their style align with the way you like to work?
Ensuring that your investor’s preferred “style” of working is aligned with yours allows you to avoid friction in the relationship.
These are the 7 traits of a “Unicorn” investor. By evaluating potential investors with this criteria, you get to quickly identify your top candidates. Of course unicorns don’t exist, but if they meet 4-5 of these traits, they’re solid.
Based on a research by DocSend and Harvard Business School – On average, companies contact over 60 investors and have over 40 meetings for average round sizes of $1.3 million. So don’t just spray and pray, if you treat raising capital like a sales process, you’ll be able to go after more specific investors that are more likely to close and add value to your company.
Access our Fundraising Kit which includes an Ideal Investor Profile Worksheet and many more tools/templates
You have just as much a right and duty to perform due diligence on your investors, as they do with your business. You wouldn’t marry any random person, neither should you sell your company to anyone who will pay for it. Below are some things to consider.
Focusing too much on the financing of the deal
Excessively hounding you on previous, current, and future valuation, who else has invested, and excessive focus on the type of paperwork.
A good investor will focus on understanding your customers, your strategy, your competitors, and your team.
Asking you to use their lawyer/accountant
Doing so puts them in control of the round. You might find their accountants/lawyers slow to respond to you because they answer to the investor, not you.
Worst case scenario, the investor might deliberately delay things so that your runway gets tighter and you’re forced to offer a better deal to keep the business running.
Sounds obvious enough, but you’d be surprised at how unfrequently entrepreneurs do background checks on their investors.
Don’t be afraid to ask the investor for contacts of some companies they’ve invested in – so that you can do reference checks.
Asking for additional %
You might occasionally hear an investor ask for additional % to be an “active investor”. Don’t do it.
- If they’ve invested in the company, they should already be motivated to be active without any additional incentive.
- If they’re proposing real value, have that % vest over time or based on milestones if the commitment is significantly tangible.
Asking for unrealistic dilution
They may have never invested before and are unfamiliar with dilution norms or how a bad round can negatively impact future rounds. Or they’re looking for suckers.
Why Do Investors Invest?
It’s important to understand what’s going on in their head so that you can best position yourself to win them over.
The top 3 questions that early stage investors ask are:
- Do I like you and your team?
- How are you different?
- How are you going to make me money?
- What is the impact of your business?
Do I like you and your team?
“Do I trust you with my money? Are you coachable? Are you able to execute and not just focus on planning? Are you humble? Sure, the idea is great, but do you and your team have the right set of skills and mindset to make this company a success?”
How are you different?
An active investor has probably heard at least 5 other pitches that sound exactly like yours.
“How defensible are you from competitors? Do customers really perceive enough differentiation and added value that they will choose to use you? Any product can be sold by good sales people, but is your product really good enough that people will want it otherwise? How well do you know your market? How will you grow and scale? Sure, you might be different, but is different really better?”
How are you going to make me money?
“Have you figured out the revenue model? How quickly can you scale? How large is the market?”
What is the impact of your business?
Impact is a broad term, some investors will focus on the potential for your business to disrupt the industry. Others care about the environmental, community, health, or mental wellbeing influence that your business has through your product/service or the code of conduct which you hold yourself to.
Prerequisite Checklist For Contacting Investors
- Know the state of your business
- Pitch deck ready and tested
- 90s, 3min, 10min pitches ready
- Financials – drafted, built and understood
How Do I Find Investors?
- Former CEOs who have exited (they might have disposable assets to invest with)
- CEOs of comparable companies
- CEOs you trust
- Investors in the news
- Speakers at relevant events
- Asking your mentors/advisors for recommendations
- Asking your current angel investors for referrals
- Law firms, accounting firms
- Trade Commissioners office
- C100 (for Canadian companies looking for US investors)
- Filtering individuals on Angel List, start here.
- Search angel/investor and filter based on your industry/subject matter expert etc.
Access our Fundraising Kit which includes a Guide on How to Meet Influential People, The Top 13 Do’s and Don’ts of Business Introductions and many more tools/templates
If you know who you’re going after, here are some options for warm introductions:
- View their LinkedIn connections for people you know who can bridge the introduction
- CEOs of the companies they have prior/active investments in
- Your incubator/accelerator
Access our Fundraising Kit which includes Spring`s Investor Funnel Template and many more tools/templates
Part 6 - Pitching
There’re plenty of resources on this topic, below are some lesser known tips that will help you stand out.
Secret #1: Don’t follow a template!
There are guides and templates on what needs to be included in a pitch deck. Don’t just copy-paste, be different if you really want to stand out!
How should you do it then?
Start with your STRONGEST point, then go into the regular details in a pitch deck. For example:
Traction as the strongest point
“5 million downloads in 6 months, we have traction…We are company X…it started with an observation I made with [customer] having [problem]…”
Problem as the strongest point
“3 hours a day on transit?! That’s ridiculous, I’m creating a teleportation device.”
Demo as the strongest point
“Check this out…[wow them with demo] then go into the regular pitch”
Secret 2: Leave things incomplete
“Chin, you’re crazy. Investors need to know everything before they can make a decision to invest.”
True…but! You’re not trying to get married on a first date.
Your goal with a pitch is to whet their appetite and gauge their interest. You should deliberately omit some information to see if they are asking questions and trying to know more. You’ll know you’ve done a great pitch if there are a ton of questions after; it shows that they’re excited! This will also help you identify the investors that are interested vs. the ones who aren’t.
Of course, DON’T leave out the KEY points
Things you MUST cover…
- WHO is this for? Be specific, if it’s for everyone, no one is interested.
- What is their PROBLEM? Not a global problem, but the specific problem of the user.
- E.g. Companies struggle with understanding their communication strategy and productivity vs. HR Managers need to monitor communication efficiency between departments to understand where to allocate resources. The latter is more clear.
- What is your SOLUTION? What are you building? What is your product/service?
- Bad example of describing your solution
- Problem = takes long time to match users, Solution = faster matching
- Better example
- Solution = we allow users to match more quickly by providing a visual interface to identify their matches
- Speak to HOW it’s done but you don’t need to get too detailed or spill your secret sauce.
- Bad example of describing your solution
- VALIDATION. An investor will be thinking “Are you taking my money to experiment with? Or have you already validated what works and have a clear path to growth which will return my investment in multiples”
- Ever notice all pitches have great market size/opportunity? Don’t spend too much time on top-down projections of Total Addressable Market (TAM) or Service Addressable Market (SAM). Instead highlight TRACTION, use bottoms up predictions to highlight growth trajectory, your ideal investors SHOULD be familiar with the market opportunity, if they aren’t, you might not want to take their money.
- Why YOU. Team, experience, difference from competition/secret sauce (you might want to address this earlier in the pitch if you’re in a crowded space)
- ASK. Always have an ask. – If you’re raising – how much? Leave out valuation and term details (these are things that are meant for a discussion and negotiation). Also don’t forget to list your contact info on the last slide.
Secret 3: Don’t attend pitch events
I generalize here, but this speaks to the point of defining your target investor. You might end up going to a pitch event if you know that that’s where your investor is most receptive to ideas, but don’t go for pitch events with the goal of raising from all the investors in the room. It’s too much of a mixed bag, and there are much more efficient ways to spend your time.
Caveat: I’m not talking about pitch practice events, which I strongly advocate for, even if entrepreneurs aren’t raising their round. Pitch practice events help with publicity, allow you to better define your value proposition, and help you with understanding how to position yourself with investors when you’re ready.