Understanding the Differences Between Underwriting Pre-Seed, Seed, and Series A + How To Avoid Common Mistakes

Thinking of raising Pre-Seed, Seed, or Series A funding? You might be making one of these common mistakes. Here’s what founders need to know before they talk to investors Understanding the Differences Between Underwriting Pre-Seed, Seed, and Series A + How To Avoid Common Mistakes
When it comes to investing in startups, the process isn’t as straightforward as throwing money at a promising idea. There are stages of growth, each with its own unique characteristics, risk profiles, and underwriting considerations. The three key stages often discussed are Pre-Seed, Seed, and Series A. Each represents a different point in the company’s development, and the way investors look at these stages differs significantly.
Table of Contents
  • Pre-Seed: Betting on an Idea
  • Seed: Building the Foundations
  • Series A: Scaling Up
  • Advantages & Disadvantages of Underwriting at Different Stages
  • Common Mistakes Founders Make During Underwriting

1. Pre-Seed: Betting on an Idea

What is it?
The Pre-Seed stage is the earliest phase of a startup’s journey. At this point, a company is often just an idea or a very early-stage concept.

The founders might be working on developing a product, researching their market, and figuring out if there’s enough demand to justify building a business around it.

Underwriting at Pre-Seed
Underwriting a Pre-Seed company is highly speculative. There’s often very little to no revenue, and much of the decision comes down to the strength of the founders, the potential of the idea, and early signs that there’s a market for the product. Investors are taking a huge leap of faith at this stage.

Pros:

  • Low valuation: Since the company is at such an early stage, investors can get a significant equity stake for a relatively low amount of capital.
  • High potential upside: If the startup succeeds, the returns can be astronomical.

Cons:

  • High risk: Most Pre-Seed startups fail. There’s often no product-market fit, and the company could pivot several times.
  • Little data: There’s often no financial data or track record to base the investment decision on. It’s mostly gut and instinct.
Example:
A classic example is when investors backed Dropbox or Airbnb at this stage. The ideas were unproven, and there was no certainty that customers would adopt the platforms. The investors primarily backed the founders and their vision.

2. Seed: Building the Foundation

What is it?
The Seed stage is where the company starts to take shape. They might have a working prototype or MVP (Minimum Viable Product), and they’ve likely started testing their product in the market.

The goal at this stage is to refine the product, figure out the customer acquisition strategy, and prepare for growth.

Underwriting at Seed
Underwriting at the Seed stage is still risky, but there’s usually more tangible evidence of potential success.

Investors can look at early user metrics, feedback, and some financial data, though revenue might still be limited or non-existent.

Pros:

  • More data: While not extensive, there’s typically more data to analyze compared to Pre-Seed, including customer feedback and some basic financials.
  • Less dilution: Investors still get in relatively early, meaning they can secure a significant equity stake before the company’s valuation jumps.

Cons:

  • Still high risk: Many Seed stage companies still fail or pivot. While there’s more evidence of potential success, it’s far from guaranteed.
  • Longer timelines: Since these companies are still in the product development or market testing phase, it can take years before they’re ready for a significant exit.
Example:
When Uber was raising its Seed round, the company had already launched its app in San Francisco but was far from the global behemoth it would become. Investors could see early traction, but it was still a gamble on whether the model would work at scale.

3. Series A: Scaling Up

What is it?
Series A is the point where a startup has typically found product-market fit and is ready to scale.

The company has shown consistent growth, either in terms of revenue or user base, and now needs significant capital to expand operations, hire key staff, or enter new markets.

Underwriting at Series A Underwriting at the Series A stage involves a more in-depth analysis of financials, market potential, and operational capacity.
At this point, investors expect to see a viable business model with growing revenues and a plan for scaling the business efficiently.

Pros:

  • More predictable outcomes: At Series A, the company has already survived the initial hurdles and usually has a more proven product or service.
  • Scalable business model: Series A startups often have clear strategies for growth, and the money is used to fuel this expansion, which could lead to quicker returns for investors.

Cons:

  • Higher valuations: The company’s valuation has likely increased significantly, meaning investors get a smaller equity stake for the same amount of capital.
  • More competition: By the Series A stage, the company has likely caught the attention of many investors, meaning there’s more competition to get into the round.
Example:
At Series A, companies like Slack had already built a product that users loved. Investors were confident that with more capital, Slack could scale rapidly, but they were also paying a higher valuation compared to earlier investors.

Advantages & Disadvantages of Underwriting at Different Stages

Advantages & Disadvantages of Underwriting at Different Stages

Common Mistakes Founders Make During Underwriting

When it comes to raising capital, many founders underestimate how critical the underwriting process is to their success. Underwriting is essentially the investor’s process of evaluating whether or not to invest in a startup, and mistakes here can be costly.

By learning from others’ missteps, founders can avoid pitfalls that might scare off potential investors or lead to unfavorable terms.

Here are some common mistakes founders make during the underwriting process and actionable advice on how to avoid them.

1. Overvaluing the Company Too Early

The Mistake:
Many founders, especially at the Pre-Seed and Seed stages, overestimate the value of their company. They get caught up in the vision and potential of their idea, believing it’s worth more than what the market or investors see.

This can lead to inflated valuations that scare off investors or lead to difficulties in future fundraising rounds.

Why It’s a Problem:
Overvaluing a company too early not only makes it harder to raise capital in the current round, but it can also lead to down rounds in the future (when the company raises at a lower valuation than before).

This damages credibility and can demoralize the team and early investors.

How to Avoid It:
Founders should be realistic about valuation by benchmarking against other companies at the same stage and in the same industry. Instead of focusing on potential, use tangible metrics (user growth, revenue, customer feedback) to justify the valuation.

Early-stage companies should remember that leaving some upside for investors makes them more likely to back the business.

2. Not Having a Clear Financial Plan

The Mistake:
Some founders, especially at the Pre-Seed and Seed stages, are so focused on building a product or securing users that they neglect to put together a clear and actionable financial plan.

Investors want to see a basic understanding of the financials, including revenue projections, burn rate, and a roadmap for how the capital will be spent.

Why It’s a Problem:
Without a clear financial plan, investors have no way of assessing how their money will be used and whether the business has a viable path to profitability or further growth.

This lack of planning can make it seem like the founder is not serious about managing finances, which is a major red flag.

How to Avoid It:
Even in the earliest stages, founders should create a basic financial plan that outlines how much capital is needed, where it will be allocated (product development, marketing, hiring, etc.), and what milestones will be achieved with the investment.

While it doesn’t need to be overly detailed, it should show a clear path toward growth and sustainability.

3. Not Addressing Key Risks

The Mistake:
Founders are often overly optimistic and fail to recognize or disclose key risks when talking to investors. Whether it’s potential market competition, technical challenges, or customer acquisition costs, some founders gloss over the challenges and focus solely on the upside.

Why It’s a Problem:
Investors know that every startup faces significant risks, and if founders aren’t honest about these challenges, it raises questions about their judgment and credibility.

Investors may either walk away from the deal or build in stricter terms to mitigate those risks, which can hurt the founder in the long run.

How to Avoid It:
Be upfront about the risks the business faces and have a plan in place for how to address or mitigate them. This transparency will build trust with investors and show that you have thought through the challenges.

For example, if customer acquisition is a potential risk, explain how you plan to optimize marketing spend or improve conversion rates.

4. Failing to Show Product-Market Fit

The Mistake:
A common mistake is pitching a product without clear evidence that there’s a market need or demand for it.

Founders sometimes get excited about the technology or the idea but haven’t fully validated whether customers are willing to pay for the product.

Why It’s a Problem:
Investors want to see some level of product-market fit, even in early stages. If you can’t prove that there’s a market for your product, investors will be hesitant to back it because they don’t want to invest in something that might not ever be adopted by users or customers.

How to Avoid It:
Before going into underwriting, focus on getting early customer feedback and traction.

Even if it’s just a few pilot customers or a beta test group, being able to show that people are using and paying for your product (or expressing clear intent to do so) will significantly improve your chances of getting funded.

5. Unrealistic Growth Projections

The Mistake:
Some founders present overly aggressive or unrealistic growth projections to impress investors. This can include promising exponential revenue growth or saying they will dominate the market within a short timeframe, without the data or strategy to back it up.

Why It’s a Problem:
Investors are savvy, and they’ve seen enough pitches to know when projections are unrealistic.

Over-promising can make founders appear inexperienced or out of touch with the realities of scaling a business. It may also backfire later if the company fails to meet these projections, leading to loss of trust.

How to Avoid It:
Instead of making bold claims, base growth projections on real data, historical performance, and achievable milestones.

Show investors a clear, step-by-step plan for how you’ll grow, and leave some room for flexibility. Investors are more likely to back a realistic, well-thought-out plan than pie-in-the-sky projections.

6. Poor Communication and Pitch Delivery

The Mistake:
Some founders have great products but struggle to communicate their vision and business model clearly and effectively.

This can include overly technical explanations, failing to engage the investor, or not being able to succinctly explain why their company will succeed.

Why It’s a Problem:
No matter how good the idea is, if a founder can’t communicate it effectively, investors will lose interest.

Investors need to quickly grasp the value of the business, the problem it solves, and the potential return on investment.

How to Avoid It:
Work on simplifying your pitch and making it compelling. Practice pitching to advisors, mentors, or even friends to ensure you can explain your business in a clear and engaging way.

Focus on the key points: problem, solution, market opportunity, traction, and financial outlook. Remember, storytelling can be a powerful tool in connecting with investors.