Notes

Venture Financings

The VC Market Can Be Open and Closed at the Same Time

Big venture headlines can hide a much messier fundraising market. The better question for founders is not whether "the market" is open, but what kind of company it is open for right now.

Jason Gershenson/ Venture Capital/ Fundraising/ Startups/ Strategy

The headline version of the venture market is usually too simple.

Capital is back. Capital is tight. AI is getting funded. Seed is slow. Growth is opening. The IPO window is thawing. Nobody knows what anything is worth.

Some of those things can be true at the same time.

That is the frustrating part for founders. The venture market is not one market. It is a set of smaller markets moving at different speeds.

A huge AI infrastructure round does not mean the market is wide open for a seed-stage marketplace. A growth round into a category leader does not mean a Series A investor is ready to underwrite a company with unclear retention. A stronger exit market does not automatically fix a messy cap table, a heavy preference stack, or a company that raised against 2021 expectations and is now operating in a very different world.

The market can be open for one company and basically closed for another in the same week.

That does not mean the headlines are useless. It just means they are not specific enough.

For founders, the better question is usually not: "Is the market open?"

It is: "What kind of company is this market open for right now?"

That question is much more useful.

It forces a founder to look at stage, category, revenue quality, customer concentration, burn, retention, gross margin, growth rate, sales motion, existing investor support, and whether the next round story is actually clean.

It also forces a harder conversation about what the company needs if the next financing is not as easy as hoped.

Maybe the company needs more time.

Maybe it needs a bridge round, but only if the bridge actually gets it somewhere.

Maybe it needs to clean up old SAFEs, side letters, advisor promises, or customer obligations before new investors start diligence.

Maybe it needs a strategic customer more than another investor meeting.

Maybe it needs distribution, a channel partner, a real pilot, or a customer that can help prove the product works outside the pitch deck.

That is where fundraising strategy and company strategy start to overlap.

A financing is not just money. It is also a story about what the company has proved, what it still needs to prove, and who believes the next phase is worth funding.

When the market is forgiving, that story can be loose.

When the market is uneven, the loose parts matter more.

The cap table matters more. The customer contracts matter more. The old investor rights matter more. The bridge terms matter more. The difference between "interesting product" and "durable business" matters more.

Founders do not need to overreact to every market headline.

But they also should not build a fundraising plan around the most optimistic version of someone else's market.

The practical move is to ask a narrower question:

What would make this company financeable in this market?

Not the market from three years ago. Not the market that exists for the hottest AI companies. Not the market described in a headline about total venture dollars.

This market.

For this company.

At this stage.

With this traction.

With this cap table.

That is a much less exciting question than "is VC back?"

It is also a much more useful one.

Working through a financing, contract, governance, cap table, investor rights, M&A, or outside GC issue? Email Jason or schedule an intro.