Raising Capital - The Definitive New Zealand Guide

Raising capital is an opaque, drawn-out and difficult process - our guide outlines essential must-knows to help you on your journey from startup to success

Updated 16 March 2022

While New Zealand punches above its weight in producing unicorns and outstanding companies, the process to raise capital is still unclear for many founders. Given New Zealand’s startup ecosystem is much less developed than the likes of Silicon Valley, Israel or London, it’s essential to understand the game and the players and the market.

Raising money in New Zealand is markedly different from what you would experience if you were to raise capital offshore. To help shine light on the process, opportunities and considerations, we have published this comprehensive guide. We cover:

Read this First - Prove Demand BEFORE Looking for Investors

Before raising any money, a founder's role is singular - prove demand for the product or service. Without demand, there is unlikely to be a business.
Best of all, 'demand' doesn't need to be measured in sales. It can consist of clicks to a website, downloads of a beta version app, a letter of intent etc. What you need to do is drive interest and measure demand.
As a founder, you need to know who the product/service is made for and that there is sustained demand for what you're offering in the market.

How do I prove demand?

You can prove demand by setting up a website and running adverts, even if your product isn't available for sale.
For example, if people click to a 'pay now' page that purposely times-out, have a broken download link - the customer experience doesn't matter if you're pre-product - all you need to do is prove demand.

If you have not proven demand, we suggest doing that first before spending the time to understand the process of a capital raise.

Every successful startup has followed a 'prove demand first' process. For example:

Ethique - per their website, "Brianne West, began making natural beauty bars, in her science degree lab". She then tested the product and sold locally to measure demand in her journey to make an alternative product "to the 80 billion plastic shampoo and conditioner bottles thrown out globally each year".
Xero - per their website, "it took 18 months of very hard work to get our first 1000 customers starting way back with pre-release versions of Xero back in November 2006". Xero listed on the NZX with about 20 customers having proved it offered a service customers wanted.

Raising Capital, Angel and VC Funding for Startups NZ

Capital Raising Definitions List

Our guide below uses a number of specialist terms. To help you understand what they mean and why they're important, we've outlined a brief explanation to make sense of the terminology. However, we suggest you look more at the themes than fully understanding the technical terms on a first read.

Don't feel overwhelmed: Capital raising terminology is something you will learn soon enough

The funding and capital raising terminology below may seem overwhelming - the good news is that it's not your role as a founder to understand it in detail.
As you continue your journey as a founder, you will learn more and more about capital raising.
There is no pre-requisite knowledge - what matters is proving demand for your startup's product or service. The higher the demand, the more valuable your startup.

Definitions:

VC = Venture Capital / Venture Capitalists
Hurdle Rate = the minimum rate a firm requires to reach to consider an investment or invest.
LP = Limited Partner (the people giving money to VCs to invest, e.g. Milford, NZ Superfund, pension funds etc.)
IRR = Internal rate of return (how much an investment grows on paper each year)
Bootstrap = fund your business on your own capital / $ without taking outside investments. Most founders will bootstrap their business until they raise their pre-seed/seed round.
GP-LP Agreement = the agreement between the venture capital firm/partners (GPs) and Pension funds/capital providers (LPs) that outlines what a GP can and can’t do. This may include prohibited sectors or investments, outline the focus of the fund or explain the stage the GPs are targeting. The incentive scheme, fee structure and operating budget are also outlined here.
AUM = assets under management. Typically how large the aggregate fund size is.
Growth Equity = the bridge between Venture Capital and Private Equity. Typically investments that take place between Series B and IPO stage.
Dry powder = cash available to invest.
Due diligence = analysing a company to understand whether to invest.
TAM = Total Addressable Market.
ARR = Annual Recurring Revenue.
PMV = Pre-Money Valuation.
Full Ratchet Provision = An anti-dilution provision that uses the lowest sale price to convert existing shareholders. For example, if you raise a down round (raise C-notes in a pre-series A round at $50m valuation, then raise your Series A round at $40m valuation), the founder will take the full dilution, rather than the existing shareholders/noteholders.
Convertible note (C-note) = A form of short-term debt that converts to equity in a future round (typically on the next round – known as a SAFE ). An investor is effectively loaning money, and instead of principal + interest like a loan, the investor gets equity in the company. Founders use C-notes when they don’t want to “price” the round. Typically C-notes have interest rates (~5%) and discounts to the next round (“sweeteners” – anywhere from 10-20%).

Our guide is the first of its kind and is dedicated to New Zealand founders

This guide aims to offer the inside scoop for what you need to successfully raise the right money from the right people at the right time. Our guide is designed to be the definitive ‘cheat code’ list for capital raising. We are not providing any financial advice or specific and individual capital raising advice. Instead, we present a definitive list of considerations, must-know facts, venture capitalists and guidance. Our guide is built on fact, with an overlay of professional opinion (where relevant).

Our startup resources, including this guide, are a work in progress and will continue to evolve. There will be investors missed and sections that can be expanded. If you’re an investor and are not on any of our lists, please get in touch.

Dedicated Founder Perspective

This guide is intended to be read from the perspective of startup founders, rather than investors. While the information provided in this guide is drawn from investing and founder experience, it has been tailored to suit and benefit the team raising capital.

MoneyHub founder Christopher Walsh reflects on his experience with early-stage VC:
“Even if you believe venture capital is unsuitable for your startup (and you'd prefer to bootstrap), we encourage you to read this guide in full. For the first 1-2 years of MoneyHub, our founding team constantly talked to VC firms until one told us not to take outside money and reinvest into our product and build out the reach. We would not have scaled so quickly without the guidance from this VC partner, even though we never took on outside capital. Because of this, my view is that there is a lot to learn from engaging with the community and keeping all options open”.

Important - Process vs Idea

This guide focuses on analysing the process of raising capital rather than judging whether specific ideas are good or bad.
Many angels and VCs will differ on what is a “good” idea, but this guide remains neutral toward specific ideas.
As mentioned above, the best thing is you can do is prove demand for your product or service. If you can do that, talking to investors is going to be a lot easier.

Know This First - New Zealand can be a Land of Shallow Pockets

Most Venture Capitalists in New Zealand are unlikely to have the resources to support companies for the whole capital cycle (i.e. from pre-seed through to IPO). Most companies require many rounds of subsequent funding (Series A -> F) before reaching profitability or going public (if at all).

Companies that operate in the consumer tech space or are in highly competitive industries (e.g. ridesharing, disruptive consumer technology or fintech) may need to spend billions to acquire customers – making net losses for years in the process.

New Zealand funds typically can lead one or two rounds but quickly run out of capital to support the company. Offshore funds typically have billions at disposal that they can use to support round after round (e.g. Blackbird put over $100m into Canva over 5-10 rounds). Rocket Lab raised locally before effectively becoming a US-based company and taking in hundreds of millions of dollars overseas.

Know This: Raising capital from New Zealand comes with the implicit acknowledgement that the local VC firms can only support you financially in the short term. Buy-in from other investors is an essential part of any high-growth company’s capital raising journey.

Lowering the Bar

90% of startups fail. The cards are pretty stacked against any founder, but if you’re able to understand and play the “game”, you can improve your odds of succeeding in the startup game.
There will be many challenges on the founder journey – but don’t be discouraged if you face roadblocks.
Ex-founders and the startup community are here to support every New Zealander who wants to take a risk and build something new.

Segmenting Capital Raise by Stage

We segment the various capital raising stages below to help define what's involved and relevant for your business.

1. Pre-Seed / Proof of Concept Stage (PoC)

In a nutshell, this is where you and a few mates have a great idea, but you haven’t done anything on it at all.
Pre-seed deals typically range from 100,000 to $1m and usually rely on the founder to sell their vision.
There aren’t that many VC investors that make PoC investments – angel groups are the most likely investors here. The process is much less formal than any follow-on round.
Angels, for example, don’t usually require much but will typically look at how big the market is and what market share the company could achieve if they succeed. They will also weigh up execution risk and whether the founders are the type of people to follow through with their plans.

2. Seed Stage Guide

When it comes to raising a pre-seed or seed round, it can go one of two ways:

The first way is that you’ll have early chats with VCs, and they’ll love your idea so much that they take up 100% of your seed round, even if they’re not a typical seed investor (this has happened multiple times with leading Australian VCs in New Zealand companies). VCs do this to ensure they get visibility into a company early, and so they are likely to be front of mind and first choice when the company (assuming it does well) goes on to raise their Series A. Had they not fully invested in the company's seed round, the VC would have had to compete for a slice of the pie at the Series A level.
The other way to raise a seed round is through targeting angel networks or seed-focused VCs. This is the slower and arguably more difficult way to raise money, but it is more common.

Typically deals are either heavily oversubscribed or undersubscribed. Great companies will have all VCs trying to get a stake, while weaker deals will struggle to meet their targets. For example, you may raise $500,000 quickly but struggle to get the other $1,000,000 your need.

Our View: The best approach is to talk to as many people as you can. It can be difficult to gauge interest at the early stages, and you’re likely not going to have robust metrics to back up some of your arguments. A lot of the pre-seed/seed investing will come down to how big the potential market is and how quality the founding team are. Make sure you nail the pitches.

3. Series A Guide
Series A investors typically look for more conviction in their investments. Their due diligence (DD) process will be significantly more focused on critical metrics, churn and runway. Valuation and traction will also be key areas.

There are six broad areas Series A VCs will look at to determine the quality of an investment (in descending order of importance):

Market - how big is the total addressable market (TAM) you’re targeting.
Team - relevant background, strong mix of technical and sales, introvert/extrovert etc
Product (Product Development, Product-Market-Fit etc.)
Financials (Revenue, gross margins, churn, etc.)
Deal Structure (Valuation, raise amount, co-investors, cap raise history)
Other factors (ESG, Portfolio, etc.)

Our view: Ensure that ALL of the above buckets have been ticked off, and you’re comfortable discussing each in detail before you start raising capital.

Capital Raising - Knowing The Basics

Do I need to raise at all?

In an ideal world – you wouldn’t raise any money. There is a saying that goes ‘if you don’t need to take a VCs money – don’t”. While getting access to VC money provides all sorts of benefits (outlined below), it does put substantial pressure on you and your business to scale fast, grow or die.
Typically, you’re giving up a large chunk of ownership through each capital raise. If you’re able to scale revenue, become profitable and maintain consistent growth (with relative certainty) without taking external investment, that is arguably the best approach for most new businesses.
However, taking venture money only makes sense if you’re in a rapidly changing marketplace with many competitors in a new industry.

One New Zealand VC partner provided us with an example to illustrate the suitability of VC money:
"I use an analogy of nitrous oxide (NoS) in a drag race to explain VC funding. If you, as a company, are travelling at 50km per hour and steadily increasing your speed over time with all your competitors’ miles behind, there may not be a need to use NoS (i.e. take on venture money). However, if you’re travelling at 30km per hour and your competitors are all travelling at the same pace but are ahead of you the race, using NoS (taking venture money) to get ahead of your competition is essential to not only win the race but also build on your lead ahead of the competition".

When Should I Raise Money?

The most common answer from VC firms and founders is "when you need the money". Some startups like to raise every year and use the accompanying PR to improve their brand. Others will try to raise only when necessary to reach their milestones. The second method normally works better.

Milestones matter. It is most common to raise money when you have a strong plan/use for the funds, and you’re at a strong enough stage to give you negotiating power (e.g. $100,000 ARR, $1m ARR, profitable, landed key customers, a clear product built, etc.).

How much capital should I raise?

Most companies should be raising as much as they need to hit their target milestones (whether that’s ARR targets, expansion plans, product development etc.).

Raising more than you need can result in heavy founder dilution and makes it more difficult to raise follow-on funding. The more the founder/s own in the company, the more inherent motivation they’re likely to have to continue building the business. For example, a business with 10% founder equity and low/zero growth is far less valuable to a VC than a company with high-growth and 50%+ founder equity.

However, raising too little may not get you to your next milestone, which will get questioned by incoming investors.

In New Zealand, typical raise amounts per round are:

Pre-seed: $500,000 on a $2-5m Pre-Money Valuation
Seed: $1-2m on a $5-10m Pre-Money Valuation
Series A: $5m on a ~$25-50m Pre-Money Valuation
Series B: $20m+ on a $100m+ Pre-Money Valuation

What can I do with the money?

Your term sheet may explain which events you can’t undertake, but for the most part, the way you spend your funds is up to you as a founder. You will typically have to stipulate this in your pitch deck when you pitch to investors. The most common areas founders spend their capital raises on are:

Making key hires (Sales and Marketing, Product Manager, Operations, Customer Success etc.)
Boosting Sales and Marketing Spend (Ads, SEO, etc.)
Product Development (build new modules, acquire vertical products etc.)

Know This: How much can I pay myself? Most venture investors allow founders to pay themselves a reasonable salary (i.e. around $100,000).

MoneyHub founder Christopher Walsh reflects on salaries and VC funding:
“I am all too aware of founders who raise money and then start paying themselves big salaries and having a liberal approach to expenses. The startups that I have seen go the distance treat every investor dollar like it is their last. This means they do everything with purpose, book low-priced hotels, avoid expense accounts, hustle for freebies and reinvest every dollar into growth (not their lifestyle)".

"Founders who go on unnecessary world trips, insist on business class everywhere along with high-end hotels usually have a high-end lifestyle (and perhaps envy from other founders) but usually crash and burn if they don't have any substance. And founders who prefer to spend their investor money on short-term perks at the cost of long-term growth usually don't have much substance. They also have far less chance of raising follow-on investment".

How much should I be giving away? Everything you need to know about dilution

In a nutshell, money in = equity out. The more you raise, the less ownership you have.
VCs will typically target a certain percentage they want (which could be anywhere from 10% for a passive investor to 30% for an active investor with full board seats).
Assuming you’ve raised one seed round and own 60-70% between the founders, you’ll likely need to give away 20%-30% in equity to raise $2m to $5m. The amounts do vary, but in general, some great resources explain dilution (as we outline below).

Where to Raise Money

We believe the list below to be the most comprehensive and relevant to any New Zealand startup. If you or your organisation would like to be included in the list below, please contact our research team.

New Zealand Angels

Flying Kiwi Angels

An active angel group that split up due diligence amongst their angel members.
They run a pooled angel fund. Once a company gets through due diligence, they’ll go out to their angel networks to identify who would like to participate.
More details: This group are relatively quirky, as seen by their website.

Enterprise Angels

An active regional angel fund based out of Tauranga. Investments include notable companies such as Vidapp, Engender, Green button, Cogo, Fuel50 and Swipedon.

Icehouse Ventures

Arguably one of the most recognisable brands in the early stage space, Icehouse are the leading startup networks in New Zealand by the number of deals and exits.
The syndicate invests alongside high-net-worth individuals and run several initiatives over and above their angel network:

The Icehouse – Umbrella company and overall community
First Cut Ventures – student-run fund
Ice Angels – Angel investment network
Arc Angels – Fund investing in female-led founders
Tuhua Fund – Another fund they use to deploy into early-stage startups
Eden Ventures – Chinese-led angel fund
Flux Accelerator – Startup community and incubator for kiwi startups
IV 100 – Index-style fund allowing the general public to invest in 100 early-stage startups

Australian VCs

Blackbird

One of the “big three” Australian VC firms (alongside Aintree and Square Peg). They’ve set up a New Zealand subsidiary and have around $50m carved out for local New Zealand startups. They’ve been relatively active recently (making 5+ NZ investments in 2020).
Blackbird is, from all accounts, very focused on story and narrative. They are less focused on ultra-high conviction and analysis but instead place a strong focus on the founder. If you are considering Blackbird, your narrative will need to be strong and robust, your market is large, and you pitch well.

Portfolio: Canva, Culture Amp, Zoox, Redbubble, SafetyCulture,
NZ Investments: Ao Air, Mint Innovation, Multitudes, Ask Nicely, Freightfish, Partly, Surfed Foods

Square Peg

The largest VC firm in Australia by assets under management (AUM) of around A$1.6 billion. Square Peg has a strong focus on Software, Healthtech and Marketplaces. They’re one of the few VCs in Australasia with a global presence (Israel, Singapore, Sydney, Melbourne).
Our View: Square Peg ensure the markets are large. They’re super high conviction and are relatively focused on their investment thesis.
Portfolio: Airwallex, Canva, Fiverr, Stripe.
NZ investments: Vend (acquired for US$350m)

AirTree

AirTree is one of the top three Australian VCs, with a $600m fund run by ex-Accel partners. AirTree has a strong focus on community and echoes the same sector focus as Square Peg. Their open-source VC chats with startups.
NZ investments: Thematic and Joyous.

Other VC funds
Beyond Blackbird, SquarePeg and AirTree, other leading Australian investors include Telstra Ventures, Artesian, Grok Ventures, OneVentures, Right Click Capital, Tempus Partners, NAB Ventures, Our Innovation Fund, Reinventure, Rampersand, Black Nova, CP Ventures and EVP.

NZ-Specific Investors

Movac

A relatively large fund ($250m Fund V) that invests in 4-5 businesses a year. Movac is typically more focused on what they look for, and are especially inclined towards software and marketplaces (based on recent investments).
Movac has had some big wins:

TradeMe – NZX IPO then $2.6 billion sale to Private Equity.
PowerByProxi - $300m sale to Apple.
Green button – Sale to Microsoft for an undisclosed amount.
Vend – invested alongside Square Peg Capital and sold for over NZ$400m

Movac has a relatively strong current portfolio:

Portainer – invested alongside US-based Bessemer Venture Partners
Mint Innovation – invested alongside Blackbird Ventures

Our view: Before talking to Movac, it's likely your metrics will need to be strong ($1m+ ARR, strong backing from other investors), and your business operates in a “hot” sector (highly scalable technology business).

NZGCP

This is the New Zealand government’s venture capital fund. It has about $12-20m to deploy into startups (mainly seed stage) every year. They have a wide mandate but are passive investors that will only invest alongside others (meaning you’ll probably have to find a lead investor before they’ll come in).
Once invested, NZGCP has a $1.5m to $2.5m cap per company that they can invest up to. This means that beyond 1-2 more rounds, they’re unlikely to be able to lead/support rounds past a certain point (even at the pro-rata level).
They are the largest fund in NZ by far, with a portfolio of over 150 companies in several different verticals (software, deep tech, agritech, and health tech are their four core buckets).
NZGCP also operates a $300m fund of funds programme that invests capital into other VCs (current investments have been into Blackbird, Movac and Pacific Channel). This effectively increases the dry powder/firepower of these VCs to invest in New Zealand startups. The programme was set up in 2019.
Top exits: PowerByProxi, Aroa.
Current portfolio: Kami, Fuel50, biolumic, narrative, zerojet.

Our view: Engage NZGCP early but do not expect much movement until you’ve found a lead. Ensure you’ve got a term sheet for a lead investor and try to use the due diligence from the lead investor for NZGCP. Their process is relatively robust and takes quite a while to get through (a lot of box-ticking), but they’re more likely to invest if you’ve got a lead like Movac, Blackbird and/or Icehouse etc.

K1W1

This is Sir Stephen Tindall’s (Warehouse Founder) early-stage investing arm. K1W1 typically invests in many companies and takes a market approach (similar to index funds).
They do a relatively small amount of due diligence before investing.
As an investor, K1W1 likes to follow its companies through multiple funding rounds and has a track record of writing some fairly large follow-on cheques (examples being Rocketlab and Lanzatech).

Pacific Channel

Pacific Channel is focused on biotech and health tech investments. They’ve recently closed a $55m fund. They’re a niche player in the VC market but have strong sector expertise.

GD1 (Global from Day One)

One of the few NZ-domiciled Venture Capital funds. They are on the smaller side (~$40m) and have a hardware-focused angle to their investments. A lot of their staff have hardware tech expertise (e.g. ex. Apple).
However, their fund is gassed out, so they will not have much dry powder to invest until perhaps 2022 (GD1 will likely raise a new fund next year). They have relatively strong links throughout Asia, which would help founders who want to expand into Asia-Pacific.
Portfolio: UBCO Bikes, Stretchsense, Shuttlerock

Hillfarrance

Relatively new early stage $40m fund VC fund set up last year by Rob Vickery (ran a fund out of LA). Recent investments include Partly, Kwotimation and Yabble.

Punakaiki Fund

Smaller retail fund (~$65m) that allows non-institutional investors (mum and dad investors) to get access to venture capital investments. Recently exited Vend.

More options: A full list of New Zealand investors can be found here.

Crowdsourcing

Know this first:

Crowdsourcing venture capital is typically higher risk as you’re less likely to have the robust due diligence processes VC firms have.
For founders, you’re unlikely to get sophisticated money into your cap table from purely a crowdfunded raise alone.
There is also no guarantee you’ll be able to close the raise.
However, it does allow founders to get alternative sources of capital earlier than they would have otherwise. Options include:

Snowball Effect

Crowdsourcing platform that allows retail investors to access venture capital investments.
They’ve recently announced a new fund that allows access to OurCrowd’s latest fund (top Israeli VC).

PledgeMe

Similar platform to Snowball Effect.

Government Entities

New Zealand Trade & Enterprise

A business development agency focused on supporting New Zealand startups.
NZTE provide financial modelling, market research and capital raise advisory for early-stage startups.
It’s completely free, and since they’re a global entity, they have a significant number of offshore investors through Trade Commissioner contacts.
If you're wanting to raise capital, NZTE is a good contact to make.

Callaghan Innovation

Government entity supporting New Zealand business innovation.
They have several grants and support programmes that assist companies in developing, innovating and researching various topics.

Auckland Uniservices

The commercialisation arm of the University of Auckland. Many startups are spun out of UoA Uniservices – specifically those startups run by PhD students who have ideas in their specific fields that have commercial uses.

Other entities

Top offshore investors that have invested in New Zealand

Raising Money – Common Mistakes (and How to Negotiate)

The capital-raising process isn’t taught at universities – it isn’t given out as a handbook when you register your business. Many things can go wrong. This section aims to explain why it happens and how to mitigate this (if at all):

1. Slow to reply – VCs will typically know within the first few meetings whether they’re interested. Some VCs will give the “slow no” where they’ll go weeks without communication in hopes they can keep a dialogue open in case you fill out your round (which reduces their risk) – but for the most part, they can only act on information you give them. Try to respond quickly to move them into the “interested” bucket or the “not interested” bucket.

2. Post-investment legals – This can take a lot longer than founders think. Some will require specific provisions required by the way they’re set up (tax purposes etc.) – others will require provisions to protect their downside (anti dilutes, pre-emptive rights, board seats etc.). Ensure you have a general counsel or external counsel that can address these quickly.

3. Playing the field too widely – Talking to absolutely everyone on the street can be a useful idea to improve your chances of getting funded – but realistically, VCs talk to each other. If one VC has rejected you, the other investors will find out why. It’s best to be a little tailored in your approach and pick those that show true interest rather than take meetings with everyone and seem like you’re desperate to raise.

Why Startups Fail

There are many reasons. The list below covers the most common:

1. Money running out – The capital raise process takes significantly longer than most people think. If you’re leaving $100k in the tank before you start to raise money, you run the risk of running out of runway before closing the round. Once this happens, you’re effectively at the whim of whoever is coming into the new round. You never want to be desperate for cash – as this can significantly impact negotiating power (leading to lower valuations, full ratchet provisions, >1x participating etc.). It pays to plan out your runway and start the capital raise process early (“Always be raising”).

2. Raising too early – Many companies will reach out to investors when they have gotten MVP and have a plan for what to do. The difficulty with raising capital so early is that there are no core metrics to back up the value of your product/service. This inevitably impacts the valuation of your company early. When you raise with solid revenue or strong evidence of a superior product, you’re in a much better position to take on money for the right reasons.

3. Selling to a wrong market – The first iteration of your product/service is highly unlikely to hit product-market-fit on the first try. Even if this is the case, there will always be ways to optimise your offering to reach more people or improve profitability. Often, pivoting is essential and getting feedback from customers and investors is the fastest way to find the right market. Many founders identify a market and are reluctant to pivot – this can lead to willful blindness when it comes to taking advice from others. Ensure you’re getting multiple different viewpoints from investors, co-founders, employees and customers to ensure you’re tackling the right problem in the right market.

4. Lack of research – There may already be a solution to a perceived problem, or the problem identified is immaterial / customers are unwilling to pay for it. This is where market research is critical beforehand. A day spent analysing a target market could save months of product development on an issue that customers don’t care that much about.

5. Competition – If you’ve got a solution to a problem, chances are someone has thought of it before. Execution is the key, and timing is a big part of this. Some companies create amazing products that solve the issue – only to realise they’re late to the party and a competitor started two years before them. Especially in markets that use the network effect – the first company to hit critical mass is usually the one that dominates (think Google, Amazon, Facebook). Checking out the competition is key.

6. The idea is too early – A lot of amazing ideas are simply too early. Maybe there isn’t enough of a target market, or the technology development isn’t there yet to justify spending money (think EV batteries in 2000). Some ideas are brilliant and will take off, but for whatever reason, they’re too early (technology lags, markets are underdeveloped, lack of capital).

Frequently Asked Questions

Venture funding will be a learning process - we answer the most anticipated queries below.

I plan to be a $10m turnover business, not a billion-dollar company. Will I still be considered for funding?

It depends. Some angels/funds may be comfortable with slower returns, but in general, VCs will look to find investments that can 100X their initial investment and return the entire fund value. The reason they need these hurdle rates is simply because 90% of the investments VCs make will fail. So, of the ones that succeed, they need to succeed by a large enough margin to meet the typical return profile that their LPs look for (typically 20-30% IRR).

If I take money from investors, do they have the right to see financial statements and ask for updates? If they do, how regularly do I need to provide this information?

Yes – while angel investors may be less relaxed, as you go through the capital raising pipeline and take on more institutional money (VC, funds), you’re likely to have higher compliance tasks. Typically VCs will look for a board seat or board observer seat, meaning they will require monthly or quarterly updates on key metrics, progress and growth plans.

Most VCs will also include reporting clauses in the term sheets to ensure they have a statutory obligation to track their investments. Depending on what you sign, you will likely have to supply information to your investors. The minimum you need to do would be whatever is detailed in the term sheet. However, it’s important to note that not all investors are created equally.

What percentage of New Zealand startups who pitch for funding get funded?

<10%. Pitches get filtered out for several reasons – but some of the most common reasons are:

A small market
An unsuitable team (e.g. if you’re tackling the cloud enterprise market but you have a background in marketing as a sole founder it’s difficult for investors to invest)
Lack of product-market-fit (you have a product but there are no clear signs that people want it and are willing to pay for it, or that you can sell the product/service)

If my company is profitable, should I get funding, or should I scale using the recurring revenue?

The main reason people raise money is to grow faster. The majority of businesses that exist today are not suitable for venture funding. A founder’s decision to take on external investors hinges on how fast the founder wishes to grow a business. A profitable company looking to double or triple the business's value in a few years is probably unlikely to need funding and would just dilute themselves unnecessarily.

However, suppose you’re operating in a relatively nascent market that is likely to attract competitors (e.g. E-commerce, Marketplaces, Consumer Tech). In that case, there may be a strong reason for you to raise capital to expand faster, lock in customers and create stickiness with your consumer base.

A profitable company from the get-go is an incredible feat, and something investors are always on the hunt for. The unit economics of a business is one of the key drivers that VCs look for. Many companies these days are employing the “Growth at all Costs” (GaaC) mentality – seen with loss-making companies such as Uber, Lyft, Instacart and WeWork. These companies are trying to establish themselves as leaders in their market then work on profitability later. However, this may be more difficult to achieve in reality (e.g. the WeWork downfall which burned investors significantly).

Are there any businesses or industries that investors won’t fund?

In certain firms, the GP-LP agreements flag certain industries or business that won’t be funded. Common businesses in VCs include brick and mortar investments, weapons, drug discovery or anti-ESG investments (e.g. coal or mining).

What happens if we run out of money after raising?

Raise another round. If you’re raising money when you have none left, you may have to value your business at a deep discount to entice investors. You should realistically have forecast cash burn when you first raised capital and should know well in advance much runway you have before you need to raise again. I would recommend having conversations with investors for future investment well in advance of the end of your runway (6-12 months in advance).

Building relationships with investors early is one of the key ways to improve the likelihood of getting funded by them. Once an initial relationship has been built, an investor is more likely to fight for you in the investment committee and they are more likely to be emotionally tied to your story. This doesn’t always happen, but it will be beneficial to build those relationships out more often than not.

If I still own 50% of the company after raising, am I guaranteed to stay in control?

Not always. Depending on how the round is structured, some investors in the new round may look for rights that supersede/grant more voting rights. For example – some VCs look for preference shares that provide 2 to 1 voting rights in certain circumstances, when they may only own 30% of the company's equity.

It’s important to understand the dynamics of the board and control – an external lawyer or in-house legal counsel is essential for negotiating and understanding control.

Can investors take me to court if the company doesn’t succeed?

Anyone can take a company to court – but the substantiveness of the issues and the likelihood of conviction is likely to be incredibly low. In general, unless you’ve done something illegal or have conducted your business in an illegal way, the claims are unlikely to stick and the investors suing are likely to waste their time and money (and yours). Early-stage investing is one of the highest risk investments that anyone can make – and investors should be mindful of that. Roughly 80-90% of startups fail within five years (a number widely accepted in the business world). The majority of companies don’t succeed – so if an investor is bringing you to court, it’s likely they think you’ve done something illegal or they’re wasting their time.

Are investors looking for specific minimum revenue or industries right now, and if so, what are the details?

Every investor differs in what they look for – and this also changes depending on what country you operate in. From a New Zealand perspective, there are colloquially “safe” investments that the majority of VCs will invest in (unless they are a niche-focused fund – in which case this will not apply), such as SaaS or marketplaces.

From a revenue perspective, there’s not a magic number or target that investors look for. Some firms will back founders that only have a dream and a story – they may not have a product, but an angel/VC will have a conviction that they can turn the story into reality. Other investors will look for specific targets (“Come back when you’ve hit $X ARR”) – a common target for a lot of founders is at $1m ARR or when they become profitable.

But realistically, each VC will have different criteria; having a high conviction on the market and the team is much more important.

What support will I get when I take on investors?

Strategic Advisory
Industry connections (onshore and offshore)
Assistance with key hires (this is arguably a strong reason to take on investors)
Access to follow-on capital
Operational expertise (VCs typically have operating partners that can assist with Sales and Marketing, Customer Success, Strategy, Payroll/HR/Finance etc.)
PR from being “venture-backed"

What is a reasonable valuation when pitching?

In general:

Angels stick a finger in the wind.
VCs look at EV/Revenue multiples (Pitchbook and NZTE have good data for this). Later stage (growth equity or Series A onwards) build operating models and DCFs (discounted cash flow simulations). 10X revenue is typical for SaaS companies, but it can depend on the industry and future growth (e.g. a company with exponential growth may be able to raise on 20X EV/Rev, while a slower growth company raises on 7-8X EV/Rev).

Concluding Comments and Relevant Points You Need to Know

Before you approach any investor, the market is in a state of change, as we outline below.

Risk dynamics continue to change

2020-2021 have presented significantly higher volatility in markets than previously. The likes of SPACs, ETFs and the “democratisation” of VC through crowdsourcing platforms has led to the risk-shifting from institutional investors (Venture Capital firms and Growth equity firms) to the general public.

Whether fueled by liquidity injections from central banks or people’s willingness to take on more risk, the markets are now more volatile than ever and typical retail investors may be unaware of these risks. New Zealand has been relatively slow to adopt crowdsourcing (e.g. the number and quality of Snowball Effect listings still lags the wider VC market - and a lot of the successful companies typically raise from offshore funds for connections/industry knowledge etc.

Our view: Equity crowdfunding doesn’t provide the same benefits to startups as you’d get from a VC (that you can call 24/7), but these platforms are gaining more interest. The likes of Sharesies, Hatch and Stake are providing accessibility for retail investors to invest in these ideas – whether this is dangerous is anyone’s guess.

The alternative asset space and future disruption

Public equities are not what they were in the past. Wealth and asset management fees have been steadily declining, with fees <1% for most standard index funds (with Simplicity and Kernel pioneering this in New Zealand).

On the other hand, Private Equity, Hedge Funds and Venture Capital have had their AUM increase while fees stay relatively robust (2 and 20 still prevalent, with a bit of compression to 1 and 10). This sector is likely to be disrupted and we’re already starting to see this with rolling funds, crowdsourced VC platforms such as Republic or the most recent Icehouse IV 100 Fund. Additionally, NFTs, bitcoin and real estate – virtually all alternative assets are rising. Bonds are relatively more expensive, and there’s very little profit margin in public equities.

Our view: Alternative assets (PE/VC) are likely to be the next growth engine for modern finance – which will have a strong flow-on effect for the early stage ecosystem. A case study example of this is Australia:

Over the last five years, the early-stage venture ecosystem has come awash with VC money.
Backed by pension funds and high net worth families and individuals, the largest three Australian VCs raised ~A$4 billion alone in 2020.
There are 15+ other VC firms in Australia, raising new funds.
The immense amount of capital has bolstered its startup ecosystem from zero to hero in a decade.
If we use this as a litmus test – New Zealand may follow this path in the next decade.

There is Lemming Investing

There’s a bit of a hive mind mentality in venture capital at the moment – where if one investor is interested, that becomes the rationale for investing in a startup.

As an example – a local VC fund saw a New Zealand startup and rejected them. However, the company had links to another top tier US-based VC fund that decided to invest in the round. The local VC fund subsequently re-engaged and invested in this fund purely because the offshore fund came down. This is one example, but there are others like it.

Why does Lemming Investing take place?

Many VCs see co-investors as a way to mitigate risk and rely on others to base their investment decisions.
This is an issue for startups as you need one VC to have enough conviction for them to invest, which will typically lead to interest from other investors.

Our view is simple - the averagely good companies that don’t get enough early traction or are overlooked struggle to raise funds, while the ones that get offshore investments are heavily oversubscribed. This may be a “good” strategy for investors and their returns, but worse for the overall New Zealand investor ecosystem.

Scarcity Exists

Alternatively, the other issue is around deal structuring. If a truly great company is presented to investors, they will likely not want to invest with others. Certain VCs are known for taking up the whole round and recommend founders to solely work with them. This is (arguably) bad for the founder from a valuation perspective and limits your potential as a company (with only one point of view to deal with, you may get bad advice).

Know this: Increasingly, the VC market is getting increasingly competitive for deals. There’s a lot more syndication of deals happening in New Zealand meaning many investors come in on the same round. This reduces the investors' risk and provides founders with multiple opinions and options when raising future rounds.

Staying Private for Longer

Companies are increasingly deciding to raise more and more VC rounds (Series D, E, F, G etc.). Typically a company would raise a few rounds of venture capital then go public on the NZX or ASX. Increasingly, we’re seeing large established companies stay private for longer – possibly to avoid having to track quarterly earnings and the onerous compliance with being a publicly listed company.

This was a strong trend coming into 2020, but many companies are now listing on the public markets (for a relatively robust valuation bump). It’s not uncommon for loss-making technology companies to be valued at 20X+ EV/Revenue multiples on IPO day. Whether this trend will continue is anyone’s guess.

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