Raising a seed round 101 by Lenny Rachitsky, Terrence Rohan and Jack Altman Summary

Raising a Seed Round 101 is a practical guide for startups navigating seed funding, covering strategies for investor outreach, term sheet negotiations, and avoiding common pitfalls. It combines frameworks from founders of Notion, Figma, and Ramp with insights on evaluating market potential, building pitch decks, and balancing dilution. The book emphasizes tactical preparation, including timelines, investor targeting, and post-funding milestones.

First-time founders, startup CEOs, and early-stage teams preparing to raise $1M–$4M will benefit most. The book is tailored for entrepreneurs seeking venture capital, offering actionable advice on investor relations, equity management, and validating product-market fit. It’s also valuable for advisors or angel investors understanding modern seed-round dynamics.

Yes. The book provides tactical playbooks for structuring rounds, negotiating terms, and avoiding dilution missteps. With real-world examples from companies like Linear and Instacart, it clarifies complex concepts like lead investor dynamics, valuation benchmarks, and due diligence. Founders gain strategies to shorten fundraising cycles and align with high-signal investors.

The book highlights four steps:

• validate product-market fit with an MVP
• build financial models projecting 12–24 month milestones
• research investors’ sector expertise and past deals
• craft a narrative blending vision, traction, and team credibility

Emphasizes pre-emptive due diligence to streamline negotiations.

Prioritize investors offering strategic value beyond capital, such as sector-specific networks or operational expertise. The authors advise evaluating track records in similar startups, reference-checking with founders, and avoiding misaligned terms (e.g., excessive board control). Stress-tests investor commitment through pre-pitch relationship-building.

Top metrics include team caliber (founder experience, technical depth), market size (TAM exceeding $1B), and early traction (user growth, MVP validation). Investors also assess scalability, competitive moats, and capital efficiency. Linear’s seed round case study illustrates how clean execution timelines boost credibility.

The authors highlight three errors:

• underestimating fundraising timelines (6+ months is common)
• accepting unfavorable liquidation preferences
• neglecting pre-emptive investor updates

Case studies show how premature scaling or weak cap table hygiene derail later rounds.

Recommends limiting dilution to 10–20% per seed round, with stricter caps if raising from multiple angels. Advises reserving equity for future hires and incentivizing lead investors with pro-rata rights. Uses Ramp’s seed round to illustrate balancing control and growth capital.

Angels provide early validation, mentorship, and niche connections (e.g., hiring, partnerships). The book cautions against over-relying on angels for large checks but praises their role in de-risking rounds for institutional investors. Highlights Elad Gil’s impact on Figma’s seed stage.

Three rules:

• involve legal counsel early
• benchmark terms against similar-stage startups
• prioritize valuation and board control over minor clauses

Uses Instacart’s seed terms to show how “no-shop” clauses and liquidation stacks impact founder flexibility.

Allocate 3–6 months for outreach, pitches, and due diligence. Founders should start with 6+ months of runway remaining and stagger meetings to create competition. Case studies show rushed rounds risk weaker terms, while staged roll-ups optimize valuation.

Argues for seed funding if scaling requires outpacing competitors or developing costly infrastructure. Bootstrapping suits niche markets with slow growth. Uses 37signals’ hybrid approach to illustrate balancing equity preservation with strategic raises.

Focuses on the “pre-inflection” phase—structuring rounds to reach product-growth milestones before Series A. Unlike generic guides, it provides playbooks for accelerator demos, investor update templates, and term sheet redlines. Integrates war stories from 50+ founders.