<img src="assets/icons/money-01.svg" width="20" height="20" alt="" /> fundraising

How to read this

• Agents: Follow Authorization, Agent guardrails, and Agent procedure literally. Draft only until the approver signs off.
• Humans: Use Shared core + one Track module. Open references/ for term-sheet, DDQ, cap-table, and compliance detail.
• Jargon: references/glossary.md
• Index: references/README.md · Public overview: README.md

Not legal, tax, or investment advice. This skill is operational guidance for founders and agents. Binding terms, offerings, tax, and wires require lawyer review and CPA review where noted in references.

End-to-end references

End-to-end depth — term sheets & deal economics, due diligence & data rooms, cap table & dilution math, M&A process, fund closes & Reg D / marketing, post-close, interview lessons: full index in references/README.md.

Sources

Full credit table — every layer, book, article, interview, and official-form source behind this skill — plus the end-to-end process source URLs and the maintainer notes (living sources; diagrams & icons rule): references/sources-and-urls.md. Open it when verifying an attribution or refreshing a paraphrase.

When to use

Use this skill when a founder, GP, founding team, or delegated agent should:

• Run any capital process: startup seed/angel/venture, first-time or follow-on fund LP fundraising, or company sale / recap / strategic exit.
• Build TheList, qualify fast, create honest momentum, secure lead/anchor, race for a second term sheet / LOI / anchor LP, close on a deadline.
• Prepare pitches, FAQs, decks, teasers/CIMs, data rooms, and pipeline reports (decisions flagged for approver).

Do not use for: generic sponsorship or partnership sales, or strategy reviews with no active raise or exit.

Pick one primary track (startup, LP fund, or M&A) per engagement; apply the shared core to all three.

Agent guardrails: stop and ask the human

The agent stops and gets explicit human approval before any of the following (see FBI IC3 BEC PSA):

1. Outreach — sending, scheduling, or posting email, DM, LinkedIn/X, intro requests, or follow-ups to investors, LPs, buyers, bankers, or agents (draft only until approved).
2. Numbers and terms — stating or changing valuation, cap, discount, price per share, round size, allocation, fee/carry, earnout, escrow, working-capital peg, or performance figures (IRR, TVPI, MOIC) outside the company.
3. Documents — signing, e-signing, accepting, countersigning, or sending term sheets, SAFEs, side letters, LOIs, NDAs, subscription docs, LPAs, purchase agreements, capital call notices, board consents, or DocuSign envelopes.
4. Money and wires — creating, changing, sending, or confirming wire/ACH instructions or funds-flow memos. Confirm bank details by phone using a number from an independent source (never from the email). Treat changed instructions, urgency, secrecy, or look-alike domains as fraud until a human verifies; misdirected funds → bank recall immediately and report at ic3.gov.
5. General solicitation — public posts, website, press, podcast, social, newsletter, or event remarks about a live raise (506(b) taint risk; 506(c) requires verified accredited buyers — lawyer review decides).
6. Investor eligibility — admitting investors or accepting money before human + counsel confirm accredited/qualified-purchaser status, KYC/AML, and bad-actor checks.
7. Marketing Rule — fund performance, testimonials, endorsements, ratings, or hypotheticals in LP-facing materials need compliance review.
8. Confidentiality — opening or sharing data-room access, CIM, cap table, customer names, or NDA-covered materials; granting new parties access.
9. Exclusivity — agreeing to or extending no-shop; telling bidders where they stand in a process.
10. Filings — remind humans of Form D (15 days after first sale) and state notices; the agent does not file.
11. Legal or tax interpretation — non-routine questions go to lawyer review or CPA review.
12. Uncertainty — when counterparty identity or request legitimacy is unclear, stop.

Authorization and boundaries

• Draft and research only until the founder or GP approves a specific outbound (email, DM, deck, data-room grant, term acceptance, or signature).
• Never commit to valuation, allocation, side letters, token economics, fund terms, or material deal terms without explicit approval of that exact document.
• Never share another party’s terms, cap table, or diligence notes without permission.
• Keep external narrative consistent with approved positioning; do not volunteer unverified distress or “sunset” storylines without approver and lawyer review.
• Align major investors on liquidity path proactively, in writing when counsel approves (Kalanick, Senra podcast, 2026-08-16; references/post-close.md).

Shared core process (all tracks)

Distilled from Skilzzz (2009) and aligned with competitive M&A process design. Loop back when the pipeline stalls.

1 — Build a large target list (TheList)

1. Map where capital or buyers concentrate for your track (universe types in the track modules).
2. Short first contact: goal is a meeting or NDA, not the full deck on cold outreach.
3. Log every contact in TheList the same day; dedupe against CRM.
4. Size top-of-funnel to the track (startup benchmarks in the startup track; M&A: curated 30–50+ when scale warrants; fund: anchor LP list + long tail).
5. Prioritize logical fits over long shots (Ringer); for startup rounds, mine co-investor lists from existing angels and leads (Calacanis).
6. Concentrate on a narrow segment you can saturate; avoid the everybody trap (Ries & Trout, Positioning).

Full text: references/pipeline-operations.md.

2 — Qualify fast

Qualifying is still closing: every question earns the next minute of attention (Straight Line Persuasion, Module 7). Skeleton below; full walkthrough (tone, permission to qualify, rapport, calibrated questions, qualify-out rules): references/qualifying-and-closing.md — read it before first meetings.

1. Short core narrative only after permission to qualify; default 5–10 minute story once fit is plausible.
2. Prep track-specific qualifying questions (check size, decision process, timeline, capacity); memorize, then adapt live.
3. Discover the counterparty's logical and emotional why; surface money and capacity early, casually.
4. Qualify out when fit or capacity is wrong — do not pitch; confirm principal vs intermediary and real decision authority first.
5. Transition when true only ("Based on what you've told me, this looks like a fit"); if not, pass cleanly and ask "Who else should we meet?"
6. Tight FAQ; a no-show twice gets one reschedule, then a direct "cancel or prioritize?" message (approver approves tone).

3 — Always Be Closing (ABC)

Before leaving any substantive conversation, establish:

Reject vague “circle back” without date and owner.

Closing tone, first-"no" handling, commitment verification (Module 7; Voss; Ringer): references/qualifying-and-closing.md.

4 — Credibility and passion

Credibility: Do not fight the truth — acknowledge weaknesses, state mitigation, align deck, data room, and live metrics, show capital efficiency and a concrete plan; open as a peer with options and hold the frame (Ringer; Calacanis; Thiel; Klaff).

Passion: Genuine energy and conviction without hype that contradicts facts.

Persuasion and positioning: Emotion decides; logic justifies (Kim). Narrative lives in the listener's mind — own one concept, be first in a narrow category, keep the same core story across rounds and vintages (Ries & Trout). Channel existing desire; match copy to awareness (Schwartz).

Full text: references/credibility-and-persuasion.md.

5 — Real momentum and competition

Counterparties delay without urgency. Every update reflects verified motion:

• Real meeting density and parallel processes (never fabricate term sheets, LOIs, or commits); explicit timeline to decision — time is the enemy.
• Keep qualifying new names while building parallel interest; answer diligence quickly — delay kills deals (Ringer).
• Manufactured scarcity often fails with angels; anchor urgency in verified meetings, term sheets, and commits (Calacanis; Thiel). Credible peer commits and a real hard cap compound momentum — only when true (Kim).
• Prize frame: you qualify counterparties; pair it with a full pipeline so walk-away is credible (Klaff).
• Process over price (Kalanick, Senra podcast, 2026-08-16): commit to a competitive process, not a target pre-money — parallel paths usually close faster.

Full text: references/credibility-and-persuasion.md.

6 — Get the lead / anchor

Until a lead investor, anchor LP, or preferred bidder path is clear, there is no deal.

1. Prioritize largest / most engaged candidates; ask what it takes to reach an offer (size, governance, timeline, key terms).
2. Run parallel lead conversations; polite pressure without burning bridges.
3. Keep follower / secondary LP / alternate bidder details confidential from lead candidates until the lead is locked.
4. Startup: explain valuation with metrics; once a credible lead sets price, followers often decide on company quality (Calacanis).

Advisors (optional, startup-heavy): few excellent advisors ≈ 10× average value; expect advisors to invest when advising a company round.

Full text: references/qualifying-and-closing.md.

7 — Second offer (term sheet / LOI / anchor)

When the first term sheet, LOI, or soft anchor arrives:

1. Move immediately for a second from the next-best candidates.
2. Single offer without competition → weak terms, re-trades, or deal death.
3. Late serious interest can appear when a deal is nearly done — use real competition ethically; do not drop signed progress to chase an unverified better rumor (Ringer).

Full steps and the urgency-message template: references/credibility-and-persuasion.md. Negotiation notes — anchoring, precise figures, loss aversion; do not split the difference by default (Voss; Kalanick) — same file.

7b — Auction mechanics (priced startup rounds; parallel for M&A)

Use when raise size and team bandwidth justify a formal close (Kalanick, Senra podcast, 2026-08-16). Three formats — winner-takes-all, syndicated / demand curve, parallel rooms — mechanics table in references/auction-mechanics.md (depth in references/interview-lessons.md; M&A parallel in references/ma-process.md). Do not fabricate bids or room counts; log only verified indications and term sheets.

8 — Herd, anti-collusion, sprint to close

Herd: Signal to interested parties that timing is near; nail follower amounts early so the lead sees aggregate demand.

Anti-collusion: After the lead is locked, hold the line on material economics; do not let doc delay become a terms auction.

Sprint: Until cash is wired (or docs signed + funds), treat the close as fragile (~50/50 mindset); never stop selling through signing and wire; set and honor a close deadline where the track allows. Map the people behind the table (IC, partners, legal) and win them before celebrating; treat deals as hypotheses until signed and funded.

Full text: references/qualifying-and-closing.md.

9 — After the yes (all tracks)

Once a term sheet, SAFE sign, anchor commit, or LOI is in motion, shift from selling to execution — still with human approval at every binding step (see guardrails). Five phases per track: term sheet / LOI → diligence → definitive docs → close → post-close. Full per-track phase table: references/pipeline-operations.md.

TheList — pipeline tracking

One authoritative pipeline (sheet, CRM, or file — name it in reports). Eleven fields (counterparty_id, source, track, stage, interest, indicative_amount_usd, last_touch, next_action, referrals_out, confidential_notes, blockers); stages target → … → closed → post_close → pass; weekly hygiene: no row without next_action within 14 days unless pass or parked_until. Schema: references/pipeline-operations.md.

Outreach cadence (defaults)

Tailor length and lead to awareness (Schwartz). Defaults: warm 48 hours after first meeting; soft / "thinking" 5–7 business days with a new momentum fact; lead post-diligence daily; first term sheet / LOI → same-day second-offer outreach; pass → log reason, ask one referral. Outbound needs approver sign-off unless a pre-approved template exists. Table: references/pipeline-operations.md.

Reporting (all tracks)

Fundraising status (weekly or on request; immediate on term sheet / LOI / anchor): bottom line (track, phase, lead status, $ committed vs target, close confidence + one reason), funnel by stage, pipeline top 10, verified momentum only, approver decisions, referrals, red flags, next 7 days. Startup rounds add monthly investor updates. Template: references/pipeline-operations.md.

Agent procedure

1. Confirm track, entity, instrument, target size, timeline, thought partner.
2. Load or create TheList; dedupe.
3. Gap analysis vs shared core + active track module; name bottleneck (usually lead, second offer, or single-buyer risk).
4. Weekly target list and intro asks (drafts only).
5. Execute approved outreach; log touches; ABC after every meeting within 24h.
6. Term-sheet / LOI / anchor events → second-offer sprint + same-day approver brief.
7. After the yes: term sheet/LOI checklist → diligence + data room (references/due-diligence-checklists.md) → doc timeline (lawyer/CPA review flags) → close checklist (wires per guardrails; fund: references/fund-closing-and-compliance.md) → post-close (references/post-close.md). Startup rounds: pro forma math vs references/cap-table-math.md before sharing any cap table.
8. Report per template above.

Red flags (cross-track)

No lead after many first meetings; single offer with a slow second; price attachment before process; investor liquidity surprises; terms drifting during docs; back-channel side terms; endless diligence without an offer. Full flag/action table: references/pipeline-operations.md.

Track — Startup seed / venture

Scope: Angels, pre-seed/seed, SAFEs and priced rounds, lead + followers. Growth-stage VC process design only when explicitly requested.

Funnel math and outreach mix

~150 touches → ~50 first meetings → ~20 second → ~2 term sheets; 120+ serious conversations before oversubscription (pre-seed example). Full table: references/startup-track.md.

Narrative, traction, onion theory

Seed answers — team works together, can build, will anyone use it; weak mid traction is hardest; Onion Theory of Risk sizes each round to the risks it removes; pitch depth is market-aware (QED vs theory of the case). Full table: references/startup-track.md.

Priced-round process & partner selection (Kalanick, Senra 2026-08-16)

Run §7b when the team can support QED pitches plus auction ops; select for do-no-harm, not highest price; qualify out conflicting liquidity/governance needs; assign an investor-relations owner. Steps: references/startup-track.md.

Instruments

SAFE: cap, discount, MFN, pro rata side letter; lawyer review before signature. Priced seed: pre-money, option pool shuffle, board, protective provisions; compare the second term sheet; CPA review for 409A. Table: references/startup-track.md; terms references/deal-terms.md; math references/cap-table-math.md.

After the yes — startup

Term sheet (compare, model dilution, human approves) → diligence (staged data room, access log) → docs (NVCA-style, no oral side deals) → close (verified wires, Form D reminder) → post-close (updates, board rhythm). Steps: references/startup-track.md.

Startup pitch & data-room checklist

Full checklist — narrative and FAQ, angel four pillars, Thiel seven screens, onion slide, Schwartz copy, data room, market-aware pitch, partner screen: references/startup-track.md. Complete before outreach.

Optional — Web3 (startup track)

Token warrants / side letters, SAFTs, investor scam vetting — counsel-led, securities-sensitive: references/startup-track.md.

Track — Fund raising from LPs

Scope: GP fundraising (Fund I through n) — anchors, institutional and individual LPs, fund deck, LP diligence, closing a fund. Full scope and sources: references/lp-track.md.

Pipeline math and GTM funnel

Target size ≈ pipeline × conversion × average check (Kim) — at ~10–20% conversion, a $300M fund at ~$10M checks needs ~300–400 first meetings. Bow-tie funnel, explicit Ideal LP Profile (ILP), CRM discipline, always-on pipeline, re-ups first. Full text: references/lp-track.md.

Anchor and first-close LPs

Most LPs avoid Fund I; target the 12 anchor-oriented LPs in references/lp-track.md. Win family offices early, then one respected institutional anchor to make a contrarian bet committee-safe (Kim). Track sub-doc status, capital calls, side letters per LP in TheList.

Thesis, track record, and fund deck

Thesis: strategy, stage, geography, construction, differentiation — and what the GP will not do; one position for the fund brand. Track record: precise about GP vs prior employer. Deck: a $50M Fund III example is linked in references/lp-track.md — structure inspiration, not copy-paste.

Building a VC firm (deep read)

@hosseeb — X Article on Dragonfly / building a VC firm. Not summarized in this skill; fetch the article before citing operational detail: Article link.

LP diligence and fund terms basics

Diligence asks (AML/KYC, investor status, references, structure, conflicts, fees) and fund terms (management fee, carry, GP commit, hard cap, LPAC/reporting) — general knowledge; confirm with counsel and market: references/lp-track.md. Apply shared core ABC; run a second anchor like a second term sheet.

LP track checklist

Full checklist — ILP, CRM and funnel metrics, re-ups, evergreen outreach, deck and data room, FAQ, family-office + institutional-anchor plan, subscription pipeline: references/lp-track.md.

After the yes — LP fund

Side letters (lawyer review) → ILPA DDQ / ODD diligence → LPA, PPM, subscription docs → first/subsequent closes with equalization and accredited/QP verification → ILPA reporting and capital calls. Steps: references/lp-track.md.

Track — Selling the company / M&A

Scope: Lessons from the Fundraising YouTube playlist (POTOMAC M&A); paraphrased summaries in references/youtube-fundraising-playlist/. Company sale, majority recap, strategic or PE exit — not legal/financial execution without sell-side counsel and M&A advisor. Full scope text: references/ma-track-lessons.md.

Apply shared core phases 5–8 at scale. Strong exits are often bought, not sold — run a process so multiple acquirers compete; sell from strength; keep one consistent strategic position across story and CIM. Full text: references/ma-track-lessons.md.

Sell-side process design

POTOMAC lesson table — no price tag, leverage stack, information war, modified auction, CIM + process letter, LOI / exclusivity, ~timestamps: references/ma-track-lessons.md. Stages and timelines: references/ma-process.md.

Buy-side lens (defensive)

How buyers anchor and diligence — FMV vs strategic value, low first anchors, standalone models, synergy narratives, 60-day exclusivity, contingencies at LOI — and what each means for the seller: references/ma-track-lessons.md.

M&A checklist

Advisor + legal and a valuation memo; buyer universe 30–50+ when scale warrants; process letter with parallel IOI/LOI deadlines; tracker IOI → mgmt → LOI → exclusivity → diligence → close; no single-buyer dependency. Checklist: references/ma-track-lessons.md.

After the yes — M&A

LOI economics before exclusivity → confirmatory diligence (+ sell-side QoE) → purchase agreement, schedules, funds flow (lawyer review) → verified wires at close → earnout tracking and integration comms. Steps: references/ma-track-lessons.md.

Output standard

• Lead with bottom line and decisions for approver.
• Label track and separate shared core, source attributions, book (references/book-lessons.md), article (references/article-lessons.md), interview (references/interview-lessons.md) paraphrases, Straight Line Persuasion Module 7 (paraphrase), general knowledge, and Optional — Web3.
• Cite URLs for philosophy; cite pipeline rows for operational facts.

Verification checklist

Before reporting done, verify: active track identified and TheList current; ABC captured on non-pass rows; urgency claims verified with an explicit second-offer plan; no outbound without approval; @hosseeb cited only from the fetched article; M&A rows cite YouTube ~timestamps; official-form paraphrases match current URLs. Full checklist: references/pipeline-operations.md.