Raising from US Investors: Guide for UK SaaS Founders

Why raise from US investors

The US venture capital market is roughly ten times the size of the European market. In 2025, US VCs deployed over $170 billion compared to approximately $18 billion in Europe. The practical implications for a UK SaaS founder are significant.

US VCs write larger cheques. A Series A in the UK might be £3m-£8m. A US Series A for a SaaS company with similar metrics could be $10m-$25m. More capital means more runway, faster hiring, and the ability to invest in the US market without constraining the UK business.

US VCs also bring US-specific value: introductions to US enterprise buyers, operational playbooks for US go-to-market, and follow-on capital from a deeper pool of growth-stage funds.

But raising from US investors requires understanding what they expect, how they evaluate companies differently, and what structural requirements they impose. This guide covers the practical realities.

What US VCs expect to see

Entity structure

Most US VCs strongly prefer investing in a Delaware C-Corp. This is not a soft preference — many fund LPs impose restrictions on non-US investments, and the standard NVCA term sheet is designed for Delaware C-Corp governance.

If you are currently a UK Ltd, you have three options:

1. Do a Delaware flip before raising. Convert to a US parent structure. This is the cleanest approach but costs $50,000-$200,000 and takes 3-6 months. See Delaware Flip vs US Subsidiary: Guide for UK SaaS Companies for the full analysis.

2. Raise into the UK Ltd with US-friendly terms. Some US VCs will invest in UK companies, particularly at seed and Series A. You will need to use documents that accommodate both US and UK governance norms. Expect the legal fees to be higher and the negotiation to take longer.

3. Agree to flip as a condition of the round. The term sheet includes a requirement to complete a Delaware flip within 60-90 days of closing. This is common but creates time pressure during a period when your legal team is already busy with the fundraise.

My recommendation: if you are actively targeting US VCs for a round of $5m or more, complete the Delaware flip before going to market. Showing up with a clean Delaware C-Corp removes friction and signals that you are serious about the US.

Metrics and benchmarks

US VCs evaluate SaaS companies using the same metrics as UK VCs, but their benchmarks are calibrated to a larger market with higher growth expectations.

Growth rate. For a Series A raise, US VCs typically expect 2-3x year-over-year ARR growth. A UK company growing at 80% YoY might be a strong Series A candidate in the UK, but it is in the middle of the pack for US funds that see hundreds of companies a quarter.

Net Revenue Retention (NRR). US VCs expect NRR above 110%, ideally above 120%. This indicates that existing customers are expanding and that the product has pricing power. UK SaaS companies with lower ACVs (under £10,000) often have NRR below 110%, which is a yellow flag.

Gross margin. SaaS gross margin should be above 70%, ideally above 80%. UK companies with significant professional services revenue may fall below this threshold. US VCs will ask you to separate the SaaS margin from the services margin.

CAC Payback. Under 18 months for SMB/mid-market, under 24 months for enterprise. US VCs want to see that your growth is efficient, not just fast.

Burn multiple. Net new ARR divided by net burn. US VCs want to see a burn multiple above 1.0x (you generate more ARR than you burn). Below 0.5x is a concern.

For a comprehensive set of current benchmarks, see B2B SaaS Metrics Benchmarks: How Does Your Company Compare?.

Market size

US VCs invest in large outcomes. They need to believe your company can reach $100m+ ARR to return their fund. This means your TAM (Total Addressable Market) needs to be in the billions, not hundreds of millions.

For a UK SaaS company, the US market is where this TAM becomes credible. A product that addresses a £200m UK market often addresses a $2-5 billion US market. Frame your story as: "We have proven product-market fit in the UK, and the US market is 10x larger." This is a compelling narrative that US VCs understand.

US go-to-market plan

Having a US entity or US revenue is helpful but not required at seed or early Series A. What US VCs want is a credible US go-to-market plan:

• Which customer segment are you targeting first in the US?
• How will your sales motion differ from the UK?
• What is your initial US hiring plan?
• When do you expect US revenue to surpass UK revenue?
• Do you have any US design partners, beta customers, or LOIs?

Even one or two US customers generating revenue demonstrates that the product works in the US market and that you can sell cross-border.

Valuation differences

UK vs US valuation multiples

SaaS valuation multiples are consistently higher in the US than in the UK/Europe. As of early 2026:

These are wide ranges because multiples depend heavily on growth rate, retention, and market. But the pattern is consistent: US VCs pay more for the same metrics.

The delta is partly driven by market depth (more buyers for US secondaries and acquisitions), partly by growth expectations (US VCs assume faster scaling in a larger market), and partly by currency (a $10m ARR company "sounds" bigger than a £8m ARR company, even if they are the same).

The arbitrage opportunity

This valuation gap creates an opportunity for UK SaaS founders. Build the product and prove product-market fit in the UK (where costs are lower), then raise at US multiples. A UK company at £2m ARR might raise a UK Series A at a £15-25m valuation, or a US Series A at a $30-60m valuation. The dilution difference is material.

However, this arbitrage comes with expectations. US VCs who pay US multiples expect US-style growth. They will hold you to higher targets and shorter timelines than a UK investor would.

Currency considerations in valuation

When US VCs evaluate a UK company, they convert everything to USD. If GBP weakens between your data submission and the term sheet, your ARR looks smaller in dollar terms. Consider this when timing your raise — you want GBP/USD stability or GBP strength during your fundraising window.

The fundraising process

Finding US VCs

Warm introductions remain the most effective path. Your UK investors, board members, and advisors who have US VC relationships are your best route. Ask specifically: "Which US funds invest in European companies at our stage and sector?"

Target funds with European portfolio companies. VCs who have already invested in UK/European companies understand the cross-border dynamics. Check portfolio pages for companies based in London, Dublin, Berlin, or Amsterdam.

US VC offices in London. Several major US funds (Accel, Index, Sequoia, Bessemer, Battery) have London offices specifically to invest in European companies. These are often the easiest US VCs to access.

Conferences and demo days. SaaStr Annual, SaaStr Europa, and sector-specific events put you in front of US VCs. But in-person meetings are the start of the relationship, not the close.

Timeline

Raising from US VCs takes longer than raising in the UK, especially for a first-time cross-border raise:

• Pre-fundraise preparation: 4-8 weeks (data room, deck, entity structure)
• Outreach and first meetings: 4-6 weeks
• Partner meetings and due diligence: 4-8 weeks
• Term sheet to close: 4-8 weeks (longer if Delaware flip is involved)
• Total: 4-7 months

Budget six months from the start of preparation to money in the bank. Start fundraising with at least 12 months of runway remaining.

Due diligence differences

US VCs conduct more rigorous financial due diligence than most UK VCs at the same stage. Expect:

• Customer reference calls: 5-10 calls with your customers. US VCs will ask about switching costs, competitive alternatives, and NPS.
• Detailed cohort analysis: Monthly cohort retention tables, expansion by cohort, logo retention vs revenue retention.
• Unit economics deep dive: Fully loaded CAC (not just marketing spend), payback by customer segment, LTV calculations with assumptions stated.
• Financial model review: They will rebuild your model, challenge your assumptions, and compare your projections to their benchmark data.
• Legal and IP review: Clear ownership of IP, no encumbrances, employment contracts with IP assignment clauses for all engineers.

For a comprehensive guide to preparing for this process, see How to Prepare Your SaaS Company for Due Diligence.

Legal and structural considerations

NVCA documents vs UK standard

US VCs use NVCA (National Venture Capital Association) model documents. These differ from UK standard VC documents (based on BVCA templates) in several ways:

• Board composition. US standard typically gives the lead investor a board seat and defines board composition in the charter. UK standard often uses a shareholders' agreement.
• Protective provisions. US VCs often have more extensive protective provisions (veto rights) than UK standard, covering everything from new equity issuance to changes in business strategy.
• Anti-dilution. US standard is broad-based weighted average anti-dilution. UK standard varies more.
• Information rights. US VCs typically require monthly financial reporting, annual budgets, and advance notice of material events. More prescriptive than UK standard.
• Drag-along rights. US standard typically requires 50%+ of preferred to drag. UK standard may vary.

If raising into a UK Ltd, expect to negotiate which elements of US vs UK standard apply. If raising into a Delaware C-Corp, NVCA documents are the default.

Employee equity schemes

US ISOs (Incentive Stock Options) and NQSOs (Non-Qualified Stock Options) have different tax treatment than UK EMI options. If you do a Delaware flip, your existing EMI option pool must be converted. Understand the tax implications for your UK employees before the flip — in some cases, the conversion triggers a taxable event.

Post-flip, UK employees receive options in the US parent, which are taxed differently under UK rules (no EMI relief). This can be a retention concern if not handled carefully. Consider implementing a UK sub-plan within the US option scheme that preserves favourable tax treatment where possible.

Building the relationship

What UK founders get wrong

1. Assuming US investors think like UK investors. US VCs are more direct, more metrics-focused, and less patient with narrative without numbers. Lead with data, not story.

2. Not spending time in the US. Relationships are built in person. Plan to spend 2-4 weeks in the US during your fundraising sprint, meeting 3-4 funds per day.

3. Underestimating the time zone challenge. If your lead investor is in San Francisco (-8 hours from London), the window for real-time communication is 4-6 hours per day. This makes the process slower and requires more asynchronous communication discipline.

4. Not having US customer evidence. Even one or two US paying customers demonstrates that the product works cross-border. Invest in landing a few US customers before starting the raise.

5. Presenting in GBP. Present all financials in USD. US VCs think in dollars. Converting in their heads creates friction and makes your numbers feel smaller.

The CFO's role in US fundraising

As CFO, your job during a US raise is:

1. Data room preparation. Complete, accurate, and organised. See How to Prepare Your SaaS Company for Due Diligence.

2. Financial model. A bottoms-up model that US VCs can interrogate. Include US expansion scenarios. See US Expansion Financial Model for SaaS Companies.

3. Metrics presentation. Every metric calculated consistently, reconcilable to the source data, and benchmarked against US standards.

4. Entity structure advice. Recommend the right structure (flip or subsidiary) and manage the legal process.

5. Post-close financial integration. Set up US accounting, consolidation, intercompany agreements, and monthly reporting that meets the new investor's information rights.

The difference between a UK SaaS company that raises successfully from US VCs and one that does not is rarely the product. It is the preparation, the credibility of the financial story, and the willingness to meet US investors on their terms.

For the broader US expansion planning framework, see UK SaaS US Expansion: The CFO's Complete Guide.