| Having been in/around the game for a good few years, I can assure you it's not nearly as complicated as they try to make it sound. The game works like this: the VCs want 100% of your company, and you want to give away 0% of your company. (Of course, 90%+ of companies will fail, so it doesn't really matter. But let's pretend we're all in that special 10%.) If you do end up choosing to play that particular game, then you'll find some common numerical rules of thumb. They usually go like this: Each round should raise 12-18 months of runway, and each round's investors usually get about 20-30% of your company. On one side of the game, you have the VCs, who basically play this negotiation full-time — and whose comp structure depends on extracting as much equity from you as possible. This is why we get the constant stream of "thought leadership" from VC bloggers, because they're trying to distinguish themselves as offering something more than capital. (And, having distinguished themselves, they can extract more % from you for less $.) After decades of practice, VCs have plenty of hustles they can run. Some of the classics are the old "participating preferred" play, as well as the usual sound bite about how "it doesn't matter what the exact numbers are." On the other side of the game, you have the founders, who basically want the maximum amount of money in exchange for the least amount of equity — but also for the least amount of time. Fundraising is a massive distraction, and VCs know it — which is why time always gets used against the founder, with long and drawn-out "fundraising processes" that (by total coincidence, of course) also happen to exhaust the founder and push them towards signing. The twist is that this game isn't only for 1 round. Once you take your company into this game, you're stuck in it — you'll have to keep fundraising to keep fueling the growth that you've kickstarted using external capital. With the average IPO timeline being 7-10 years, combined with fundraising every 12-18 months, you can expect to play this game 5+ times on the way to IPO. Sometimes, for a variety of reasons, the founder raises too much $ for too little %. You'd think this is a good move — but, since this is an iterated game, it's not all upside. Decisions in this round set the stage for the next round. If you can't live up to the growth expectations implied by the high valuation, then you're in for a "down round." VCs have a standard "down round" playbook, too. They'll have their way with the cap table, of course — and it's also not uncommon to see some/all of the founding team shown the door. The press piles on as soon as they hear of it, which drags on employee morale as well as the talent pipeline, both of which then destroy product velocity and market positioning... it's very easy to have a single "down round" be the kiss of death for a company. So that brings us all the way back around to your question. For this particular company — as well as for many others that raised during the "cheap money" era of the pandemic and pre-pandemic years — it sounds like they're facing this conundrum. Crowdsourcing the next round is a somewhat new way to tackle this situation — new regulations came out a few years ago, and founders sometimes go this route instead of risking the "down round" game with VCs. You usually only see B2C companies making the crowd-funding play in the first place, since you need the name recognition and customer base to even try to raise money in this way. Because founders can essentially "divide and conquer" their investor base in a scenario where everyone's investing only four or five figures, the common scenario here is that the founder sets the terms to avoid the down round — and then they begin the fundraising. Since they're fundraising from hundreds/thousands of people instead of 5-10 people, it ends up being more of a marketing campaign rather than high-touch sales, which can also play to some founders' strengths. Anyway, I could keep riffing for a while (and I'm sure others here could do even better). I'll let the other commenters chime in with book recommendations — I'm sure someone's written about these market dynamics in much more detail. |
- VCs don’t want founders to own 0% of their company because founders need to be motivated to work hard to make it a success
- % of dilution usually goes down very significantly over funding rounds
- there is significant competition between VCs to fund good startups these days, which can translate to founder leverage
- there are early-stage VCs these days, which don’t pressure founders for quick growth
- founders talk to each other and a large portion of founders are serial entrepreneurs. Reputation among founders matters to VCs
- looking over the longer term of decades, typical funding terms are getting much more founder-friendly