The market is in good shape — and that matters for your timing

The first thing Dan made clear is that the current fundraising environment is genuinely strong. We’re past the correction of 2022 and 2023, and while we’re not quite back to the frothy highs of 2020 and 2021, we’re near peak in terms of capital availability and round sizes — particularly if you’re building in AI.

His advice on timing was direct: if you’re in a position to raise right now, seriously consider doing it. Venture capital has always moved in cycles, and the current upcycle won’t last forever. As Dan put it, “there is no time like the present” — and given that history tends to reward founders who move when conditions are favorable rather than waiting for perfect certainty, that’s worth taking seriously.

What to expect on dilution at Series A

One of the most common calibration errors I see from European founders going into US fundraising is coming with the wrong dilution expectation. In the US, around 20% dilution at Series A is a well-established norm — it’s what the market expects, and it’s what you should plan for.

In the UK and Europe, the picture is more complex. Dan walked us through the spectrum: you’ve got US funds with European offices that operate largely on American norms; UK and European funds that take a similar approach; funds that layer in tax-driven considerations like EIS, SEIS, and VCT; and others that lean more private equity in their thinking. That last group may take a larger ownership stake as a downside risk mitigation play — which is a perfectly legitimate investment approach, but it’s very different from the Silicon Valley “shoot for the moon” model.

The implication for founders: understand who you’re raising from before you anchor on a number. If you’re pitching classic American venture capital, 20% is what they’re expecting. Don’t try to get clever with a number that signals you haven’t done your homework.

Founder revesting: it’s probably coming, and that’s okay

Founder revesting provisions at Series A are common in the US — they’re not a red flag, they’re a standard mechanism to ensure founders stay incentivized to keep building. What matters more is the structure of what happens when someone leaves.

In the US, the default assumption is that a departing founder is a “good leaver” — they keep their vested equity unless there’s fraud or willful misconduct. That’s a reasonably founder-friendly position. In the UK and Europe, you’re more likely to encounter good leaver/bad leaver provisions that give investors a broader range of outcomes and potentially the ability to reclaim a portion of equity in circumstances that wouldn’t trigger that in the US.

If you’re doing a US-led round, push for US-style good leaver protections. If you already have UK-style provisions in your cap table, this is worth flagging early with your legal counsel so you can negotiate from a position of understanding.

Liquidation preferences and aggressive terms: where the market sits

Right now, 1x non-participating liquidation preferences are the norm in US term sheets. The more aggressive provisions — ratchets, pay-to-play clauses, anything that aggressively shifts downside risk onto founders — are largely absent from the current market outside of down rounds.

That wasn’t always the case. In 2022 and 2023, when valuations had overcorrected and VCs were managing more risk, you saw more of those provisions showing up. But in the current upcycle, they’re not typical, and you shouldn’t accept them as a given. If they appear in a term sheet today, that’s worth a conversation.

The Delaware flip: what you actually need to know

There’s a lot of confusion among European founders about whether raising from a US investor means you have to restructure your company under a Delaware parent. The honest answer is: it depends on your stage, and the bar has shifted.

At pre-seed and seed, if you’re raising from a US-based fund (not a US fund with a London office, but an actual US-based fund), there’s a reasonable probability they’ll want a Delaware corporation at the top of your structure. Not 100%, but more likely than not if they’re going to lead the round.

At Series A, the picture has changed. Dan’s experience is that it’s now more common than not for US VCs leading a Series A into a UK-based company to invest into the UK limited company without requiring a flip. At Series B and later, requiring a Delaware restructure is genuinely uncommon — the company has enough options at that point that most US investors are prepared to meet them where they are.

There’s also an interesting dynamic developing in the other direction. Dan flagged that some early-stage UK and European companies are now incorporating as Delaware corporations from day one — before they’ve raised anything, and often before they have any US operations. This creates a different kind of friction: UK and European investors find themselves applying NVCA-style terms to what are functionally entirely European businesses. That tension is still playing out, and it’s worth having an opinion on before you choose your structure.

Moving to the US: what investors actually expect

The question of whether you’ll need to physically relocate is separate from the Delaware flip question, but it often gets conflated. Dan draws a useful distinction between the company (corporate structure) and the business (where are your people, your customers, your operations).

The clearest signal from his experience: at pre-seed and seed, US-based leads are much easier to secure if you’ve already built a meaningful US operational presence — whether that means the CEO has relocated, is traveling to the US frequently enough to be perceived as US-based, or the company already has substantial US traction.

At Series A, it’s more nuanced. Having US experience on the founding team is a strong advantage — it maps to the pattern-matching that American VCs do when evaluating teams. If you or a co-founder has previously built and scaled a US business, lean into that story.

NVCA vs. UK norms: the negotiation gap no one talks about enough

This is the part of our conversation that I’d encourage every European founder to sit with. When a US VC invests in a UK company, the documents are likely to be governed by English law — but the investor typically applies NVCA norms to everything else in the deal. The question Dan raises, and that not enough founding teams are asking, is: should they be?

If a fund has nine US portfolio companies on NVCA terms and you’re the one UK company in the portfolio, there’s a reasonable argument that you should be getting broadly comparable terms to the rest of the portfolio — with adjustments only for genuine legal differences between English and US law. Not a completely different regime because you happen to be a UK limited company.

Knowing this gives you leverage. Understanding what’s market in the US, what’s market in the UK, and where the differences actually lie is what puts you in a stronger negotiating position. Good legal counsel who operates across both systems is a significant advantage here — not a luxury.

The biggest mistake European founders make pitching US VCs

Dan told a story that stuck with me. He was part of a trade mission to the Bay Area a few years ago, and a Silicon Valley VC was direct with the room: we’re looking for companies with a credible pathway to returning the fund. Not a certain outcome, not a stable business — a pathway to the kind of exit that returns or exceeds the fund.

For a $300M fund taking 10% at Series A, that means the VC needs to see a pathway to a $3B+ exit. That was surprising to the European founders in the room.

And that’s the calibration error Dan sees most often: European founders pitching a solid, defensible, respectable business outcome to investors who are explicitly running for the outliers. That doesn’t make the business wrong — it makes the investor wrong for what you’re building, or what you’re building wrong for that investor.

The fix is straightforward: before you walk into a US fundraise, be honest with yourself about what you’re trying to build and what outcome you’re actually aiming for. If you want to go for the brass ring and are genuinely willing to take on the risk and focus that demands, find the investors who want that. If you’re building something more measured, find the right capital for that story. Either is valid — but misalignment on this will waste everyone’s time.

America as a state of mind

Dan closed with something that I thought was genuinely useful framing. When Matt asked him about what European founders need to embody culturally when pitching US investors, his answer was essentially this: America, in the venture context, is a state of mind. It’s a commitment to pushing, to taking risk for substantial upside, to not settling for an earlier exit when the bigger opportunity is still there.

Anyone can tap into that. It doesn’t require being American — it requires genuinely believing in what you’re building and being willing to make the bet. The founders who show up to US pitches and embody that energy authentically are the ones who resonate.

And the corollary: the US market is harder to win than most. Rounds are bigger in the US partly because it costs more to compete and win there. If you’re going to pitch US VCs, de-risk everything within your control — corporate structure, team presence, market traction — because there are plenty of things outside your control already.

Episode 10: Listen Now

You can watch the full conversation with Dan Glazer on the Scaling Stateside YouTube channel, and subscribe wherever you get your podcasts.

If you’re preparing to raise from US investors in 2026 and want to talk through your readiness, get in touch with the USXP team.