A term sheet is about three pages and almost all of it is non-binding. Founders read the valuation first, usually twice. The parts that determine what the next five years feel like are further down, in shorter paragraphs, written in language that does not draw attention to itself.
Before any of that, though, there is a question that comes earlier and gets asked less: should this document exist at all?
What raising is actually for
Money buys time. That is the entire product. It converts a runway of nine months into a runway of thirty, and it does so today rather than after you have earned it.
It also sells a say. A board seat, protective provisions that require consent for a defined list of decisions, and, less formally but more powerfully, an expectation about what shape the outcome should take. Venture capital is not neutral capital. It is capital with a required distribution of results, and a company that would be a very good business at fifteen million in revenue is a disappointment inside a portfolio that needs a small number of enormous outcomes.
So the question is not can I raise. In a market where AI-labeled seed companies have been carrying valuation premiums over comparable non-AI peers, quite a lot of people can raise. The question is what am I short of.
If you are short of time, and you can see specifically what you would do with more of it, raise. If you are short of customers, money rarely produces them and frequently disguises their absence for another eighteen months, which is the most expensive form of not knowing.
What each stage requires now
The labels have not changed and what sits behind them has.
Pre-seed. Evidence that this is real. Customer conversations you can quote, a waitlist, design partners, ideally somebody who has paid you something. The bar has risen. The venture market has been sharply K-shaped, with very large sums concentrating into late-stage rounds while the earliest stage became harder rather than easier.
Seed. Design partners and evidence that money changes hands. Recent AI seed rounds have commonly landed in the region of three to four million dollars at mid-teens pre-money valuations, with wide variance by geography and a visible premium for the category. Expect this to fund eighteen to thirty months, and see Lesson 10 about why twelve is not a plan.
Series A. Repeatability. The commonly cited range is one to three million in annual recurring revenue with a demonstrable acquisition motion, not a collection of relationships. Median time from seed to A has stretched toward twenty months.
Series B. Scale, typically five to twenty million in recurring revenue, growth around one hundred percent year on year, and unit economics that survive inspection.
What is new is the diligence layer. Alongside acquisition cost, lifetime value and churn, investors in this category now expect compute economics, revenue per employee, burn multiple, pilot conversion rate and usage depth. That last one deserves emphasis: they want to know whether customers are embedded in a daily workflow or running an experiment, because AI-native retention has generally been running below classic software norms and everybody knows it.
Three questions before you decide
Are you default alive? The calculation from Lesson 10. If current growth and current costs continue with no further funding, do you reach profitability before the money runs out? A founder who knows the answer is negotiating. A founder who does not is auditioning, and everyone in the room can tell.
Is the bottleneck money? Write down what is actually stopping you. Then, for each item, ask whether a bank balance removes it. Engineering capacity, yes, with a lag. A sales motion that has not been proven once, no. Trust that requires elapsed time, as in Lesson 15, no. Money accelerates things that already work. It does not discover things that do not.
What does it commit you to? A priced round with institutional investors is a commitment to pursue an outcome of a particular size within a particular period. That is fine if it is what you want. It is a poor fit if what you actually want is a durable, profitable business you control, and the time to notice the mismatch is before the wire, not at the third board meeting.
The case for not raising
This gets less attention than it deserves, so let me put it plainly. An LLC generating two million dollars of profit annually, owned by the people who built it, is an excellent outcome. It funds lives. It is not a failure mode of a venture company, it is a different company.
What has changed is that this path is far more accessible than it was. Small teams can now build and operate products that would have required substantial headcount three years ago. The bootstrapped, cash-generating software company has become more viable at exactly the moment the venture route became more selective at the early stage.
This is also the moment the entity decision from Lesson 1 either pays off or costs you. A company structured for distributions, deliberately, by people who wanted distributions, is in a good position. A company structured for venture that never raises is carrying overhead for an option it did not exercise.
Reading the document itself
If you do get one, the ranking of what matters is almost the reverse of what founders negotiate.
- Liquidation preference. One times, non-participating, is the standard. Multiples or participation mean that in a modest outcome the investors take most of it and the founders take very little. This clause determines what happens in the likeliest scenarios, not the best one.
- Board composition. Who sits, who appoints, what the independent seat requires. This decides who can remove you.
- Protective provisions. The list of decisions requiring investor consent. Read every line and picture yourself needing consent for it during a bad week.
- Option pool. Size and, critically, whether it is created pre-money. Lesson 4 has the arithmetic. This is worth more real money than a valuation adjustment of the same apparent size.
- Valuation. Genuinely matters least of the five. A higher valuation with a participating preference and a large pre-money pool is worse than a lower one on clean terms, and founders trade the second for the first constantly because only one of them is a number you can say out loud.
Also note which parts bind you immediately. Most of the sheet is non-binding, but exclusivity and confidentiality usually are, and signing a no-shop means the process is over whether or not the deal closes.
Raising money buys time and sells a say. Be clear about which one you are short of.
Monday: the referral log, and why you now optimize to be quoted rather than found.