1.2.6 · 40–50 minutes

What you will learn

  • Explain why a business may seek venture funding and why many good businesses do not fit that model.
  • Calculate simple pre/post-money ownership, dilution and portfolio multiples.
  • Evaluate a startup using evidence about problem, team, market, economics, terms and funding needs.

1.2 · Asset Classes

Asset Classes

Distinct investment claims with different return, risk and access paths.

Asset Classes · the work you will do

  1. 1Identify the claim
  2. 2Explain the return
  3. 3Test risks and access
  4. 4Check the mandate

Before you begin

A profitable neighbourhood bakery and a loss-making medical software startup both want £1m. Does the more familiar or currently profitable business necessarily fit a venture fund better?

Write an initial answer before continuing.

Video coming soon · about 5 minutes

Venture Capital

Use the narration below while the recording is being made, then try the decisions in this lesson.

Read the full narration

Welcome to On Judgement. A profitable neighbourhood bakery and a loss-making medical software startup both want £1m. Does the more familiar or currently profitable business necessarily fit a venture fund better? Take a first view. You can change it when you have considered the evidence.

Venture investors provide equity or other agreed funding to businesses pursuing uncertain growth. The investor needs the possibility of sufficiently large outcomes across a portfolio, not simply a sensible small business. Venture can finance research, product development, hiring and expansion before cash generation supports the plan. A business may prefer retained profit, bank borrowing, customer funding or a slower path. A local service business can be excellent without fitting a venture fund’s required scale and exit model. Conversely, a huge market and impressive technology do not establish that a particular startup can acquire customers profitably or justify its valuation.

Pre-seed, seed and later series are flexible labels, not a compulsory sequence or guarantees of maturity. Investors seek evidence appropriate to the business: a validated problem, technical progress, paying customers, retention, regulatory milestones or improving economics. Later funding can reduce one uncertainty while introducing a higher price or new financing risks. Investors may provide board input, recruitment help, introductions and challenge. Rights and involvement vary. Trust and working relationships matter, but a famous founder or previous successful exit is not a substitute for diligence. Further funding can be required; reserves must be considered alongside new investments.

In a simple priced round, pre-money equity value plus new primary investment gives post-money equity value. The investor’s simple post-round percentage is new money divided by post-money value. Option pools, convertibles, secondary share sales and different share rights can change this calculation. When new shares are issued, a shareholder who does not participate can own a smaller percentage. The stake can nevertheless gain or lose in value depending on the business and valuation. Following on with more capital may maintain a percentage rather than increase it. Preference terms can affect distributions, so an ownership percentage is not always the percentage of every exit payment.

Venture outcomes can be highly uneven. Some investments fail; a few may contribute much of a fund’s value. No fixed failure rate or outcome distribution applies to every fund. Gross portfolio multiples omit the time taken, fees, carried interest, dilution and additional capital unless these are explicitly included. A useful pitch response identifies the problem, customer evidence, market access, team capability, defensibility, economics and cash runway. Separate a prototype or survey from paid repeat use. End with invest, decline or investigate further under stated conditions. A fashionable sector and a recent boom do not by themselves justify increasing exposure.

Let's work through Ownership and an uneven portfolio. A startup raises £2m at £6m pre-money value with no other changes. Separately, a fictional fund invests £1m each in ten companies: six return zero, three return £1m each and one returns £12m. No follow-ons or fees. Pause here and try the calculation or reasoning before continuing.

Simple post-money equity value = £6m + £2m = £8m. New investor ownership = £2m ÷ £8m = 25%; existing holders together retain 75%. Portfolio proceeds = £0 + £3m + £12m = £15m on £10m invested. Gross MOIC = 1.5×. With only one final payment after eight years, annual compound return would be 1.5^(1/8)−1 ≈5.20%, before fees.

The successful company does not make the portfolio return 12×. Ownership arithmetic assumes identical ordinary shares, a primary round, no option-pool change and no convertible claims.

Now try the choices in this lesson. If your answer changes, identify the reason. Evaluate a startup using evidence about problem, team, market, economics, terms and funding needs. Use the case activities to put the idea into your own words, and return to the evidence when more than one conclusion is defensible.

What venture capital finances

Venture investors provide equity or other agreed funding to businesses pursuing uncertain growth. The investor needs the possibility of sufficiently large outcomes across a portfolio, not simply a sensible small business. Venture can finance research, product development, hiring and expansion before cash generation supports the plan.

A business may prefer retained profit, bank borrowing, customer funding or a slower path. A local service business can be excellent without fitting a venture fund’s required scale and exit model. Conversely, a huge market and impressive technology do not establish that a particular startup can acquire customers profitably or justify its valuation.

Check your understanding · choose one

A good small business…

Correct. Business quality and financing fit are separate.

Reconsider this choice. Business quality and financing fit are separate. Try another answer.

Stages and active ownership

Pre-seed, seed and later series are flexible labels, not a compulsory sequence or guarantees of maturity. Investors seek evidence appropriate to the business: a validated problem, technical progress, paying customers, retention, regulatory milestones or improving economics. Later funding can reduce one uncertainty while introducing a higher price or new financing risks.

Investors may provide board input, recruitment help, introductions and challenge. Rights and involvement vary. Trust and working relationships matter, but a famous founder or previous successful exit is not a substitute for diligence. Further funding can be required; reserves must be considered alongside new investments.

Check your understanding · choose one

A later funding stage is…

Correct. Different risks and valuation can offset greater operating maturity.

Reconsider this choice. Different risks and valuation can offset greater operating maturity. Try another answer.

Terms, ownership and dilution

In a simple priced round, pre-money equity value plus new primary investment gives post-money equity value. The investor’s simple post-round percentage is new money divided by post-money value. Option pools, convertibles, secondary share sales and different share rights can change this calculation.

When new shares are issued, a shareholder who does not participate can own a smaller percentage. The stake can nevertheless gain or lose in value depending on the business and valuation. Following on with more capital may maintain a percentage rather than increase it. Preference terms can affect distributions, so an ownership percentage is not always the percentage of every exit payment.

Check your understanding · choose one

Following on can…

Correct. Price, terms and new share issuance determine the percentage.

Reconsider this choice. Price, terms and new share issuance determine the percentage. Try another answer.

Portfolio thinking and a disciplined pitch response

Venture outcomes can be highly uneven. Some investments fail; a few may contribute much of a fund’s value. No fixed failure rate or outcome distribution applies to every fund. Gross portfolio multiples omit the time taken, fees, carried interest, dilution and additional capital unless these are explicitly included.

A useful pitch response identifies the problem, customer evidence, market access, team capability, defensibility, economics and cash runway. Separate a prototype or survey from paid repeat use. End with invest, decline or investigate further under stated conditions. A fashionable sector and a recent boom do not by themselves justify increasing exposure.

Check your understanding · choose one

A venture pitch decision should specify…

Correct. An investable claim needs more than a growth story.

Reconsider this choice. An investable claim needs more than a growth story. Try another answer.

Ownership and an uneven portfolio

The uneven venture portfolio

The uneven venture portfolioSix investments0mThree investments3mOne investment12m
Total proceeds in £ millions from each group. Ten investments cost £1m each; ignore fees and follow-ons.

What would the portfolio return look like without the single large outcome?

A startup raises £2m at £6m pre-money value with no other changes. Separately, a fictional fund invests £1m each in ten companies: six return zero, three return £1m each and one returns £12m. No follow-ons or fees.

  1. Simple post-money equity value = £6m + £2m = £8m.
  2. New investor ownership = £2m ÷ £8m = 25%; existing holders together retain 75%.
  3. Portfolio proceeds = £0 + £3m + £12m = £15m on £10m invested.
  4. Gross MOIC = 1.5×. With only one final payment after eight years, annual compound return would be 1.5^(1/8)−1 ≈5.20%, before fees.

The successful company does not make the portfolio return 12×. Ownership arithmetic assumes identical ordinary shares, a primary round, no option-pool change and no convertible claims.

Put it into practice

1. Which capital fits?

Compare a single-site bakery, a scalable subscription software company and a capital-intensive laboratory project. Explain how growth ambitions, cash generation, uncertainty and financing needs affect the suitability of venture funding.

Record your response in your workbook before opening feedback.

Compare with a model response

Do not rank business quality from financing labels. The bakery may use profit or borrowing; software needs evidence of retention and acquisition economics; the lab needs technical/regulatory milestones and patient capital. VC fit depends on scalable outcomes, fund mandate, terms and runway.

2. Three original pitch cards

Assess: a robotic warehouse tool with two paid pilots but uncertain installation costs; a snack subscription with high sign-ups and weak repeat orders; a finance-workflow prototype with no paid users. For each, state one positive signal, one risk and a diligence condition.

Record your response in your workbook before opening feedback.

Compare with a model response

Robotics: paid use is useful; investigate deployment cost, reliability and repeat contracts. Snacks: sign-ups show interest but churn and fulfilment economics matter. Workflow: a prototype supports testing, not verified willingness to pay; seek paid usage, security and acquisition evidence. Conditional investigation or a reasoned decline can earn full credit.

3. Follow-on decision

Start with a choice · choose one

You own 25%. A new issue gives other investors 20% of the enlarged company. Without investing, what is your remaining stake?

Correct. Your original stake is multiplied by 80%. Whether to invest more also depends on progress, terms, price, reserves and alternatives.

Reconsider this choice. Your original stake is multiplied by 80%. Whether to invest more also depends on progress, terms, price, reserves and alternatives. Try another answer.

You own 25% after the worked round. A later primary round gives new investors 20% of the enlarged company. If you do not invest, what percentage remains? What else matters before following on?

Record your response in your workbook before opening feedback.

Compare with a model response

25% × 80% = 20%. Assess new price, progress, terms, portfolio concentration, reserves, alternatives and funding runway. An automatic follow-on to avoid dilution is not a complete investment case.

Jargon buster

Pre-money value

Equity value immediately before a specified funding round.

Post-money value

Equity value after the specified primary funding in a simple round.

Dilution

Reduction in a holder’s percentage as additional shares or claims arise.

Runway

Time a business can operate before further funding on specified cash assumptions.

Product–market fit

Evidence that a product meets a market need; assess the particular indicators.

Retention

Continued customer use or revenue over a stated period and cohort.

Unit economics

Revenues and costs associated with a defined customer or unit.

Follow-on

Additional funding for an existing portfolio company.

Reserve

Capital planned for future funding needs.

Liquidation preference

Contractual distribution rights affecting some exit or liquidation outcomes.

Knowledge check

Make each choice on the page. Feedback explains the reasoning. Use Try again after revisiting an idea.

Check your understanding · choose one

£6m pre-money plus £2m new primary capital gives post-money of…

Correct. Under the simple stated assumptions, add the new funding.

Reconsider this choice. Under the simple stated assumptions, add the new funding. Try another answer.

Check your understanding · choose one

The new investor owns…

Correct. £2m divided by £8m.

Reconsider this choice. £2m divided by £8m. Try another answer.

Check your understanding · choose one

A prototype and positive survey establish…

Correct. Different stages provide different evidence.

Reconsider this choice. Different stages provide different evidence. Try another answer.

Check your understanding · choose one

The worked ten-company portfolio returns…

Correct. Total proceeds £15m divided by £10m invested.

Reconsider this choice. Total proceeds £15m divided by £10m invested. Try another answer.

Check your understanding · choose one

An existing 25% holder is diluted by a round issuing 20% of post-round shares to others. Remaining stake is…

Correct. 25% × 80%.

Reconsider this choice. 25% × 80%. Try another answer.

Check your understanding · choose one

A founder’s prior success is…

Correct. Skill, luck and a new setting must be distinguished.

Reconsider this choice. Skill, luck and a new setting must be distinguished. Try another answer.

What to take forward

Venture combines business-building uncertainty with ownership terms, financing needs and portfolio concentration. Seek evidence before conviction.

AQA connection and further sources

7138 3.1.1 enterprise/objectives; 3.1.4 equity finance; 3.3.3 growth and strategy; 3.3.4 uncertainty; quantitative skills. VC fund mechanics are enrichment.

These are interpretive links, not AQA endorsement. Asset-class and fund mechanics include enrichment beyond the specification.

  • Saved GAIN reference GAIN-1.2.6
  • British Business Bank: venture capital
  • CFA Institute: private capital, equity and debt