02 — Raise

Capital is a process. Most founders run it as an emergency.

Raising is not a pitch deck problem. It is a preparation problem, a structure problem and a negotiating-position problem. We work on all three — starting long before you need the money, which is exactly when the terms are best.

Where we work across the capital lifecycle
StageTypical quantumCapital sourcesWhat determines the outcome
Pre-seed / Seed<$1M – $3MAngels, HNW, early-stage funds, founder networksTeam credibility, a model that is internally consistent, clean cap table
Series A$3M – $15MVenture capital, corporate venture, family officesRepeatable unit economics, cohort retention, defensible market size
Series B–C$15M – $60MGrowth equity, offshore VC, strategic investorsEfficiency of growth, gross margin trajectory, management depth
Growth / pre-IPO$60M – $200M+Private equity, institutional, sovereign and pension capitalGovernance maturity, audited history, forecast credibility
Debt & hybridFacility-dependentBanks, non-bank lenders, venture debt, mezzanineCash conversion, covenant headroom, security package
M&A / exitTransaction-dependentTrade buyers, private equity, management buyoutQuality of earnings, customer concentration, key-person risk

Indicative ranges only. Quantum, sources and terms vary materially by sector, geography and market conditions.

Investor readiness

The diligence you will fail, before an investor runs it.

We run the diligence process on you first. Same document set, same questions, same scepticism — but the findings come to you privately, with time to fix them, instead of surfacing in week three of a live process when your leverage collapses.

01

Financial integrity

Are the historical numbers defensible? Revenue recognition, cut-off, related party transactions, accrual quality, and the adjustments a buyer will make to your EBITDA.

02

Model credibility

Does the forecast connect to the actuals? Driver logic, assumption sourcing, cohort behaviour, and whether the hockey stick has anything underneath it.

03

Structure & cap table

Option pool, SAFEs and convertibles, share classes, vesting, shareholder agreement terms that will block the round, and the dilution you have not modelled.

04

Legal & compliance

Entity structure, IP ownership, contractor classification, tax positions, outstanding filings, and the contracts with change-of-control clauses.

05

Commercial substance

Customer concentration, churn definition, contract quality, pipeline conversion, and whether the market sizing survives contact with a partner who knows the sector.

06

Governance

Board composition, minutes, delegated authority, risk register, key-person dependency, and whether an incoming investor can see how decisions get made.

The gap between a good business and a fundable business is almost always documentation and structure — not performance.XLCFO capital practice

The raise

How a mandate runs.

Phase 01

Position

What are you actually selling to an investor — a market, a machine or a moment? We set the equity story, the quantum, the use of funds and the milestone the money buys. Getting this wrong means every subsequent conversation is a negotiation you are losing slowly.

Equity story · Quantum & use of funds · Target valuation range
Phase 02

Prepare

Financial model built to the standard an institutional investor expects — three statements, driver-based, scenario-capable, and tied to your actual ledger. Data room indexed and populated. Pitch narrative and deck. Diligence questions answered before they are asked.

Model · Data room · Deck · Diligence pack
Phase 03

Approach

A targeted list, not a spray. Venture capital, private equity, family offices, high net worth syndicates and strategic investors — matched to your stage, sector and geography, and approached in a sequence that builds competitive tension rather than dissipating it.

Investor networks across New Zealand, Australia and offshore
Phase 04

Negotiate

Term sheets are not comparable on headline valuation. Liquidation preference, anti-dilution, board composition, reserved matters, drag and tag, option pool timing — we model what each term costs you in the scenarios that actually happen, then negotiate the ones that matter.

Term sheet analysis · Dilution modelling · Downside scenarios
Phase 05

Close

Diligence management, warranty and disclosure schedules, condition precedent tracking, and coordination of legal, tax and audit advisers. Then the part most processes skip: an investor reporting rhythm that starts in month one, not when the first awkward question arrives.

Diligence · Completion · Post-close reporting

Pitch ready

The room is won on the answer to the third question, not the deck.

Most founders can deliver the story. Where processes are lost is in the twenty minutes afterwards, when a partner starts pulling at the unit economics and the answer is not immediately at hand. We prepare the materials, and we prepare the founder.

01

The narrative

What you are actually selling — a market, a machine or a moment. The equity story built first, because the deck is only its expression and rebuilding the deck without fixing the story just produces a better-looking version of the same problem.

02

Pitch deck & investment memorandum

A deck that survives a partner meeting, and where the transaction warrants it, a full information memorandum — market, model, team, financials, use of funds and risk, written to the standard an institutional reader expects.

03

The model behind it

Three statements, driver-based, tied to your actual ledger and scenario-capable. Every number in the deck traceable to a cell in the model, and every cell in the model defensible. This is what the third question is about.

04

Data room, indexed and staged

Built to the index diligence will actually request, populated with executed documents, access staged by process phase and tracked so you can see which investor read what.

05

Rehearsal and challenge

We sit on the other side of the table and ask the questions an investor will — hostile, specific and repeated. Founders who have been through this twice walk into the real meeting differently.

06

Introductions, curated

A targeted list matched to your stage, sector and geography rather than a mass send — venture capital, private equity, family offices, high net worth syndicates and strategic investors — approached in a sequence that builds competitive tension.

Investor CRM

Every conversation, stage, owner and next action tracked in one place, so a process running across thirty investors does not lose the four that matter.

Diligence Q&A management

One question log, answered once, properly, and reused. Multiple investors ask the same twenty questions; the third one should be faster than the first.

Through to completion

Warranty and disclosure schedules, conditions precedent tracked, and legal, tax and audit advisers coordinated to a completion date rather than towards one.

Curating the pitch, building the model, organising the room and making the introduction are one job, not four. Split across four suppliers, the seams are exactly where processes fail.

Mergers & acquisitions

Buying, selling, and the structures in between.

Buy-side

Acquisition

  • Target identification and screening against a defined thesis
  • Valuation, accretion and funding analysis
  • Financial and tax due diligence
  • Quality of earnings and normalisation adjustments
  • Deal structuring: cash, scrip, earn-out, deferred consideration
  • Integration planning and first-100-days finance
Sell-side

Exit & divestment

  • Exit readiness assessment, typically 12–24 months out
  • Value enhancement: margin, concentration, key-person risk
  • Vendor due diligence and information memorandum
  • Buyer identification — trade, private equity, management
  • Process management and competitive tension
  • Warranty, indemnity and earn-out negotiation

Capital structure

The right mix of equity, debt and hybrid for your cash conversion and risk profile — and the covenant package you can actually live inside.

Management buyouts

Structuring, funding and negotiating an MBO or MBI, including vendor finance and the incentive arrangements that make it work.

Restructuring

Balance sheet repair, lender negotiation, entity simplification, and turnaround planning where the capital structure has stopped serving the business.

Important. XLCFO provides corporate finance advisory and financial modelling. Nothing on this page is an offer of financial products, personalised financial advice, legal advice or tax advice. Capital raising and M&A outcomes depend on factors outside our control, and past mandates are not an indication of future results. Engage qualified legal, tax and regulated financial advisers on any transaction.

Raising in the next 12 months?

Start the readiness work now. The preparation is the leverage.