Raising more than €2 million: what really changes

By Adrien Pannetier · August 2026 · 7 min read

There's a threshold, around €2m, where a fundraise changes in nature. Below it, you're convincing individuals: business angels, love money (friends and family), small seed funds, often on the strength of the vision and the team. Above it, you enter the world of investment committees. And that world has its own rules.

The people across the table change

A fund writing a €2m to €5m ticket is managing other people's money: institutions, family offices, insurers. The person you meet, however enthusiastic, will have to defend your deal in front of a committee that has never seen you. The direct consequence: your materials have to win the argument without you in the room. The deck, the business plan and the financial model are no longer pitch material: they're the evidence in an investment case.

Metrics are no longer discussed, they're audited

At seed, people more or less take your word for it. At Series A, every number gets checked:

Due diligence becomes a real project

Financial, legal, tax, employment, sometimes tech and ESG: allow 6 to 10 weeks of audits after the term sheet. A poorly prepared data room drags everything out, and every week of delay wears down your momentum and your cash. You build the data room before the roadshow, not during due diligence.

Governance comes in with the money

A formal board, reserved matters, contractual monthly reporting, founder re-vesting: that's standard above €2m. It's not a punishment, it's the price of large tickets. But the terms are negotiable, and that's where your room for manoeuvre over the next five years gets decided. We've broken down the critical clauses in our article on term sheets.

It takes longer than you think

A well-run institutional round takes 6 to 9 months: preparing the materials, a sequenced roadshow, negotiation, due diligence, legal documentation, closing. The rule that follows: launch the process with at least 12 months of cash. A founder raising with 4 months of cash left is negotiating with a gun to their head, and funds see it straight away.

Do you need an adviser to raise?

Fair question, honest answer. Below €2m: no. The cost of an intermediary is rarely justified, so prepare well and go direct. A free tool like Lévaia already gives you an indicative valuation and shows you your weak spots.

Above €2m, the equation changes: a roadshow eats up hundreds of hours of founder time, competitive tension between funds moves the valuation far more than an adviser's fees, and negotiating the term sheet calls for someone who has seen dozens of deals. That's what we do: see how we run a raise.

This article is for general information only. It is not investment, legal or tax advice. Every deal deserves its own analysis: let's talk about yours.
Adrien Pannetier
Adrien PannetierFounder of Prouesse. 15 years in private equity and impact investing, formerly at Caisse des Dépôts.

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