Quick snapshot of your raise

• Tell us briefly what type of equity raise you are planning and why now Options: Late-stage private placement, IPO preparation, Secondary offering, Convertible note, PIPE or hybrid structure, Other
• What's your target raise amount, expressed as a round number in USD Options: Under $10M, $10M to $25M, $25M to $50M, $50M to $100M, Over $100M
• What's your preferred timeline to announce and close the transaction Options: Within 4 weeks, 4 to 8 weeks, 8 to 12 weeks, Longer than 12 weeks, Unsure
• Who is the internal decision lead for selecting an advisor and signing the engagement Options: CEO, CFO, Board chair, Head of finance, Other executive
• What's the single non negotiable outcome of this raise that would make you consider the process successful

Where the pressure really is

• If the raise misses its target, what immediate operational consequence do you expect Options: Shorten runway under 6 months, Delay product or hiring plans, Cancel planned M&A, Trigger covenant breach, Other
• Explain which part of the business is most sensitive to valuation compression and why
• How many months of runway must you preserve after closing to consider the raise adequate Options: 3 months, 6 months, 9 months, 12 months or more
• Which stakeholders, internal or external, would push back if dilution exceeds your target Options: Founder(s), Existing investors, Board members, Key executives, Lenders, Other
• Is there a minimum raise size or valuation below which you will halt or pause the process Options: Yes, we have a minimum, No, we would consider lower offers, Undecided

Investor profile and cap table strategy

• Who on your current cap table matters most for potential investors and how do they influence allocation
• List the investor types you want to target in this raise Options: Sector-focused mutual funds, Crossover public equity funds, Growth private equity, Strategic corporate investors, Family offices, High net worth investors, Existing backers only
• Describe any governance outcomes you will not accept as part of an investment
• Estimate the typical allocation size per investor you would accept, as a percent of the round or a dollar figure Options: Under 1% of round, 1% to 5%, 5% to 10%, Over 10%, Prefer to specify in dollars
• If a potential lead investor requested a veto or protective right you cannot accept, would you pause the raise Options: Yes, we would pause, No, we would negotiate, Depends on specifics

Story and valuation, testing credibility

• Where does your equity story feel weakest when you present to institutional investors Options: Growth sustainability, Unit economics, Market size and timing, Management track record, Regulatory pathway, Other
• Name the three metrics investors press you on most in prior raises or meetings
• Compared with public and private peers, where do growth and margin trade offs create the biggest question for valuation
• Walk me through the last investor question or objection that gave you pause and what you learned from it
• Are your audited financial statements current to the most recent fiscal year end and are there any unresolved audit or accounting issues that could delay closing Options: Audited and clean, Audited with minor issues, Audit in progress, No audited statements available, There are unresolved issues

What's actually ready to show investors

• Think about starting investor outreach next week, what single issue would prevent you from sharing materials
• Is your data room populated with the core items investors expect: financial model, cap table, legal documents, and key contracts Options: Not started, Partial (less than 50%), Mostly complete (50% to 90%), Fully populated and organized
• State the number of consecutive weeks your management team can commit to investor meetings without materially disrupting operations Options: 1 week, 2 weeks, 3 weeks, 4 weeks or more
• Name the person who will lead investor Q&A and confirm their availability for the proposed roadshow window
• Are there regulatory approvals, blackout periods, or board consents that must clear before outreach can begin Options: Yes, approvals required, No material approvals, Unclear, need to check

Competitive landscape and the other paths you're weighing

• List the other advisors, banks, or internal routes you are actively considering and the main reason for each
• Under what conditions would you keep executing your current approach instead of hiring an external advisor Options: If internal contacts can fill the book, If fees are too high, If timing is critical, If prior advisor relationships are strong, Other
• Has anyone on your team proposed running the raise entirely in house without external help Options: Yes, recommended in house, No, external advisor preferred, Mixed views
• Identify any incumbent advisors you have worked with in the last 18 months and note the outcome of those engagements
• Would a comparable fee and investor access from your incumbent advisor make you decide to stay with them Options: Yes, No, Maybe, depends on other factors

Decision criteria and deal breakers

• State the single criterion that would make you sign an engagement within the next 30 days
• Describe any governance, fee, or exclusivity terms that would be absolute deal breakers for you
• Provide your ideal timeline for advisor selection, negotiation, and signing, given your business needs, expressed in weeks Options: Sign within 1 week, Sign within 2 to 4 weeks, Sign within 4 to 8 weeks, Longer than 8 weeks
• Would you proceed to pricing and allocation discussions if an advisor delivered access to at least 30 qualified, sector relevant investors within three weeks Options: Yes, Maybe, No
• Do you require reference calls with three CEOs who completed raises with the lead banker in the last 18 months before committing Options: Yes, required, Optional but preferred, No

Next practical steps and how we'll measure success

• Assuming you want to start now, what is your ideal close date and what must happen this week to keep that target feasible
• Provide the internal approvals and signatures required to sign an engagement and identify the approvers
• Do you have a target fee range or retainer structure you prefer, and if so what is it Options: No retainer, success fee only, Small retainer plus success fee, Standard retainer and tiered success fee, Flexible based on deliverables, Undecided
• Explain the evidence, milestones, or early signals that would make you feel confident this advisor materially increases your chance of closing at target valuation
• Identify any absolute no go clauses for confidentiality, exclusivity, reference checks, or other contract terms

• Fundraising Strategy Walkthrough

• Confirm the current state and cost
• You confirm the equity story addresses the investor objections you experience and accept the evidentiary asks required to substantiate it.
• Deliver a fund-by-fund investor target map with expected ticket sizes and three recent deployment references for each fund within 3 business days.
• You agree on a valuation range and clear fallback thresholds that you will accept during bookbuilding.
• Walk through the equity story and rebuttals
• Provide a mock roadshow schedule showing meeting cadence, proposed sequencing, and management time commitments for the first two weeks of outreach.
• Validate valuation positioning and thresholds
• Confirm any regulatory or disclosure constraints and provide the timeline for obtaining required approvals before outreach.
• You approve the prioritized fund-by-fund target list and the proposed outreach cadence as sufficient to generate competitive indications within the timeline.
• Present the fund-by-fund investor target map
• You identify any governance or disclosure constraints that change investor sequencing or messaging.
• Share historical deal outcomes or comparable transaction comps you want reflected in valuation sensitivity analysis.
• Outline the outreach cadence and expected market process
• Validate constraints and governance exposure
• Validate: Is this what you meant when you said you needed a plan that minimizes dilution while delivering fully subscribed demand?

• Fundraising Strategy Walkthrough
• Fundraising Strategy Deck
• Fundraising Strategy Brief

• meeting
• slides
• document

• Draft Confidential Information Memorandum
• Create Investor Target List and Fund Deployment Map
• Develop Management Presentation (Investor Deck)
• Deliver Valuation Analysis and Pricing Scenarios
• Run Investor Roadshow Meetings (30–50 investors)
• Set Up and Populate Virtual Data Room
• Prepare Investor Q&A and Due Diligence Pack
• Vet Investor Funds and Conduct Reference Checks
• Design Syndicate Structure and Allocation Plan
• Negotiate Lead Term Sheet with Investors
• Manage Book-Building and Order Collection
• Coordinate Offering Documents with Counsel
• Manage Closing, Settlement, and Share Issuance
• Implement Post-Close Cap Table and Governance Updates

Draft Confidential Information Memorandum

• Which audited and management financial statements will you provide for inclusion in the confidential information memorandum (for example: last three years audited, trailing twelve months management, pro forma model)? Options: Last three years audited, Last two years audited + most recent management accounts, Trailing twelve months (TTM) management accounts, Pro forma model included
• Identify any material customer contracts, vendor agreements, or concentration schedules that the memorandum must summarize or append as exhibits.
• Specify the target valuation band the memorandum should present to investors (give an example, e.g., 6x-8x EBITDA or $50m-$75m implied equity value).
• Estimate how many supporting exhibits you expect to include in the memorandum (for example: cap table, 3-year KPI pack, customer cohort analysis, product roadmap). Options: Less than 10 exhibits, 10-25 exhibits, 25-50 exhibits, More than 50 exhibits
• What defines done for the confidential information memorandum (for example: CEO sign-off on narrative and final financial schedules, counsel clearance of disclosure language)?
• List any restrictions or redactions required for the memorandum (for example: remove customer names, redact pricing schedules, anonymize sensitive KPIs).

Create Investor Target List and Fund Deployment Map

• Which investor types should be prioritized on the target list (for example: long-only growth funds, crossover funds, strategic corporates, family offices)? Options: Long-only growth funds, Crossover/public market funds, Venture growth funds, Strategic corporate investors, Family offices, Other
• Provide the desired granularity for the fund deployment map (for example: fund-by-fund historical deployment in the sector, recent check sizes, typical hold period). Options: Fund-by-fund deployment history, Fund-level recent check sizes, Portfolio company comparables only, Investor thesis summaries
• How many investor targets do you want included as primary outreach candidates versus secondary outreach candidates (the typical process uses 30–50 total active targets)? Options: Primary 15-25 / Secondary 15-25, Primary 10-15 / Secondary 20-35, Primary 25-35 / Secondary 5-15
• Indicate any investors you explicitly want excluded from outreach (for example: specific funds with conflicting portfolio companies or restricted investment mandates).
• Describe any geographic deployment constraints that should filter the target list (for example: US-only general partners, EMEA-focused crossover funds). Options: US-only, North America and Europe, Global including APAC, EMEA only
• Estimate the target check-size range you expect from prioritized investors to validate fund fit (for example: $5m-$15m, $20m-$50m). Options: Less than $5m, $5m-$15m, $15m-$30m, More than $30m

Develop Management Presentation (Investor Deck)

• Which core messages must the investor deck foreground (for example: unit economics, TAM expansion, margin improvement plan, defensible growth drivers)? Options: Unit economics, Total addressable market (TAM) expansion, Margin improvement plan, Competitive differentiation, Other
• Who from management will present in investor meetings and therefore needs speaking slides and Q&A prep (for example: CEO + CFO, CEO only, CEO + CTO)? Options: CEO and CFO, CEO only, CEO + CFO + Head of Strategy, CEO + CFO + Head of Product
• Specify the financial and operating KPIs you require on deck slides (for example: revenue by cohort, gross margin by product, customer acquisition cost (CAC) payback).
• Estimate the number of deck iterations you expect before investor distribution (for example: 2 rounds internal, 1 round counsel, 1 final investor-ready). Options: One iteration, Two iterations, Three or more iterations
• Indicate desired confidentiality controls for deck distribution (for example: deck only after NDA, watermarking, restricted email list). Options: Distribute after NDA, Watermark copies, Limit to distribution list only, No restrictions
• Describe any visual or brand requirements for the investor deck (for example: include audited financials tables, standardized chart formats, custom data visualizations).

Deliver Valuation Analysis and Pricing Scenarios

• Which valuation approaches should be modeled for pricing scenarios (for example: comparable public multiples, precedent private rounds, discounted cash flow)? Options: Comparable public multiples, Precedent private transactions, Discounted cash flow (DCF), Revenue multiple scenarios
• Provide the sensitivity variables you want stressed in scenarios (for example: revenue growth rates, margin recovery timing, multiple compression).
• Indicate the minimum acceptable pricing threshold and maximum valuation you are willing to consider for go/no-go decisions (give numeric examples, e.g., $40m pre-money / $60m pre-money).
• Identify any buyer-side valuation constraints that must be modeled (for example: investor-required liquidation preferences, participation, anti-dilution protection).
• Estimate how many alternative pricing ladders you want prepared for book-building (for example: tight 3-point ladder, wide 5-point ladder). Options: 3-point ladder, 4-point ladder, 5-point ladder, Custom ladder
• Describe the acceptance metric you will use to choose a pricing scenario (for example: minimum proceeds, maximum dilution percentage, target syndicate quality).

Run Investor Roadshow Meetings (30–50 investors)

• How many investor meetings do you expect to complete during the roadshow window (choose a target between 30 and 50)? Options: 30-35, 36-40, 41-45, 46-50
• Who on the management team will be available for consecutive meeting days and virtual roadshow sessions (for example: CEO + CFO available for two-week block)?
• Specify any meeting cadence constraints we should plan for (for example: no more than four investor meetings per day, prefer morning-only blocks). Options: Up to 3 meetings/day, Up to 4 meetings/day, Morning-only meetings, Flexible
• What materials must accompany each roadshow meeting as pre-read (for example: one-page teaser, investor deck, abbreviated financial schedule)? Options: One-page teaser, Investor deck, Abbreviated financial schedules, Full CIM
• What defines done for the roadshow and meeting execution (for example: receipt of written indications of interest from at least X investors or completion of scheduled meetings within the two-week window)?
• List any travel, venue, or logistics constraints that would prevent in-person roadshow days (for example: management travel blackout dates, corporate event conflicts).

Set Up and Populate Virtual Data Room

• Which documents must be uploaded to the virtual data room before investor outreach (for example: audited financials, material contracts, cap table, employee equity plan)? Options: Audited financial statements, Material customer/vendor contracts, Cap table and option plan, Tax filings, Other
• Who will own data-room user access approvals and which access tiers do you require (for example: read-only, watermark/download disabled, restricted to counsel)? Options: Read-only, Watermarked/download disabled, Counsel-only access, Full download allowed
• Specify any regulatory or confidentiality constraints for documents in the data room (for example: embargoed documents, GDPR/Personal Data redactions).
• Estimate the expected number of documents and total file size to be hosted in the data room to validate provisioning needs (for example: 200 documents / 5GB). Options: Less than 100 items, 100-250 items, 250-500 items, More than 500 items
• Describe the review workflow for investor Q&A within the data room (for example: who on your team will respond within 48 hours and who will escalate legal questions to counsel).
• Indicate whether you require a data-room audit trail and daily access reports for investor activity. Options: Daily access reports, Weekly summary, No reporting required

Prepare Investor Q&A and Due Diligence Pack

• Provide the top 10 diligence questions you anticipate from investors (for example: revenue recognition details, customer churn, product roadmap milestones).
• Which financial schedules should be prepared for investor Q&A (for example: detailed P&L bridge, cohort retention tables, adjusted EBITDA reconciliation)? Options: Detailed P&L bridge, Cohort retention tables, Adjusted EBITDA reconciliation, Working capital schedule
• Who will be responsible for preparing responses to technical diligence items (for example: head of product for roadmap questions, head of sales for customer metrics)?
• Estimate the target response SLA for investor Q&A in business days (for example: 2 business days for commercial questions, 5 business days for legal queries). Options: 24-48 hours, 3-5 business days, 5-10 business days
• List any documents that must never be shared even under NDA (for example: raw customer PII files, proprietary source code).
• Indicate whether you want standardized Q&A templates and redlines prepared for repeated investor questions. Options: Standardized templates, Ad hoc responses only, Both templates and ad hoc

Vet Investor Funds and Conduct Reference Checks

• Which investor criteria matter most when vetting funds (for example: typical check size, sector specialization, portfolio company governance behavior)? Options: Typical check size, Sector specialization, Prior governance behavior, LP reputation
• Who on your side will approve reference check outreach and which references do you require (for example: CFO references from two portfolio companies closed in the last 18 months)?
• Specify the minimum number of positive reference checks required to qualify a lead investor (for example: 2 positive CEO/CFO references in last 18 months). Options: One positive reference, Two positive references, Three positive references
• Describe any red flags that would disqualify an investor after vetting (for example: history of aggressive governance demands, pattern of late funding).
• Estimate how many funds should be background-checked to create a final qualified list (for example: check 60 to qualify 30 active targets). Options: 20-30 funds checked, 31-45 funds checked, More than 45 funds checked
• Indicate whether you want reference checks to include compensation and governance terms previously negotiated by the investor (for example: board seat frequency, protective provisions). Options: Include governance terms, Exclude governance terms, Only ask about behavior

Design Syndicate Structure and Allocation Plan

• Which allocation priorities should guide the syndicate (for example: long-term strategic investors first, pro rata rights retention, highest pricing)? Options: Strategic investors prioritized, Pro rata preservation prioritized, Highest pricing prioritized, Syndicate diversification prioritized
• Who should be considered for anchor allocations and what minimum anchor check size do you expect (for example: anchor at $10m+)? Options: Anchors desired, No anchors preferred, Anchor size negotiable
• Specify any allocation limits to avoid concentration (for example: single investor max 15% of deal size).
• Describe desired syndicate roles (for example: lead bookrunner, co-lead, passive anchor) and responsibilities for each role.
• Estimate the number of participants you want in the final syndicate versus one-off investors (for example: 6 lead/co-lead participants plus 12 smaller allocates). Options: Small syndicate (3-5 leads), Medium (6-10 participants), Large (11+ participants)
• List any investor types that should receive restricted allocations (for example: insiders, friends & family, prior employees).

Negotiate Lead Term Sheet with Investors

• Which commercial terms are highest priority in lead term sheet negotiations (for example: valuation, liquidation preference, board composition, anti-dilution)? Options: Valuation/price, Liquidation preference, Board composition, Anti-dilution protections, Voting rights
• Who on your team is authorized to approve material commercial concession limits during negotiations (for example: CFO up to X, CEO for any board changes)?
• Specify any non-negotiable clauses that must be excluded from term sheets (for example: participating preferred, onerous vesting acceleration).
• Describe your preferred timeline for finalizing a lead term sheet once a top investor is identified (for example: finish within 72 hours of issue). Options: 48 hours, 72 hours, One week
• Identify any governance thresholds that require board approval before concession (for example: changes to board size require board approval).
• Indicate whether you expect redlines from counsel to be parallel-negotiated with commercial term negotiation or handled after commercial terms are agreed. Options: Parallel with commercial negotiation, Handled after commercial agreement

• Engagement Letter
• Master Services Agreement (MSA)
• Statement of Work (SOW)
• Confidentiality Agreement (NDA)
• Reference Check Consent
• Fee Schedule & Retainer Invoice
• Exclusivity & No-Shop Addendum
• Management Availability Commitment

• Close Confirmation and Operational Handover
• First Measurement, Post-Close Outcomes
• Acceptance Gate and Formal Close Sign-off
• Quarterly Post-Deal Transition Review

• Publish the lessons-learned summary and incorporate two agreed process changes into the next engagement checklist.
• Submit any missing investor documentation to counsel and treasury for final processing.
• Update the cap-table record and circulate the revised pro forma to board and investor relations.
• Restate acceptance criteria from Engagement Scope
• Achieve a documented acceptance decision for the close phase, recorded by the named signatory where required by the engagement model.
• For any failed or conditional criteria, agree remediation actions, owners, and completion dates.
• Ensure the final cap-table and governance records are scheduled for official filing or registry update.
• Publish the acceptance record signed by the named signatory and distribute to all stakeholders.
• Open and assign remediation tickets for each failed criterion with firm deadlines.
• Schedule a targeted follow-up meeting if remediation cannot be completed within the agreed window.
• Cap-table and governance stability review
• Ensure the cap-table is fully updated or on a final remediation path to completion.
• Demonstrate measurable burn-down of outstanding transition items since the prior review.
• Confirm investor onboarding coverage and resolve any remaining investor follow-up commitments.
• Update and lock the official cap-table record and distribute final confirmation to stakeholders.
• Close remaining transition items or escalate any that cannot be resolved within the agreed timeframe.
• Confirm legal close and funds receipt
• Confirm that all legal closing conditions are satisfied and funds are received or scheduled to clear.
• Agree a single cap-table update plan and governance change timeline to be executed after close.
• Document all outstanding transition items with owners and target completion dates.
• Deliver the final allocation schedule and wire confirmation pack to the buyer's treasury function.
• Publish the cap-table update package and required corporate filings checklist for counsel and management.
• Set data-room to the agreed archival permissions and circulate the distribution list for final documents.
• Present settlement metrics versus Engagement Scope targets
• Confirm whether the allocation subscription rate and number of allocations settled meet the targets recorded in Engagement Scope or require remediation.
• Identify root causes for any settlement gaps and agree corrective actions with dates.
• Achieve a clear timeline to reach full cap-table update completion.
• Open remediation tasks for each unsettled allocation with specific resolution steps and deadlines.
• Present outcome data against each acceptance criterion
• Transition items burn-down since last review
• Validate investor allocation delivery
• Diagnose any allocation or settlement shortfalls
• Document pass or fail per criterion
• Operational handover for cap-table and governance
• Investor onboarding and engagement status
• Cap-table and governance processing status
• Final lessons learned and process improvements
• Named signatory acceptance
• Archive and access control for deal materials
• Remediation plan and timelines
• Capture early lessons learned
• Remediation plan for any failed criteria
• Confirm ongoing reporting cadence and next checkpoints
• Outstanding transition items and owners