Capital Raising With No Upfront Fee
“Can you raise our capital with no upfront fee and only get paid at closing?” We hear this constantly.
It is understandable to want economics aligned to outcomes. The problem is practical.
A typical capital raise takes around 90 days of concentrated work to reach a close, and that work starts long before a term sheet becomes real.
A retainer is not a toll for introductions. It funds a defined scope: packaging, structuring, investor targeting, and hands-on process management that can survive real diligence.
Why Success-Fee-Only Capital Raising Is Not Realistic Today
Every day, people bring the same “genius” idea: dedicate three months to their opportunity without a retainer, then collect a commission once the capital arrives.
That request shifts all cost, all risk, and all opportunity cost to the adviser.
It also assumes the adviser should finance your raise while you keep full control to pause, renegotiate, or walk away.
We keep this tactful because many founders and sponsors are early. Some are cash constrained. Some are still testing whether the plan is investable.
That is normal. What is not workable is asking a professional team to staff a full mandate without paid scope.
It leads to wasted time for everyone, including you.
What Upfront Fees Actually Cover
A retainer covers the work required to build a decision-grade package and run a controlled process.
If you want a high-level view of how we run mandates, see Structured Credit and Capital Raising Advisory
and Private Placement and Fundraising.
Retainer work product
- Transaction triage and candid feasibility feedback.
- Capital structure design: debt, mezzanine, preferred equity, or common equity.
- Model review or build support and investor-grade sensitivities.
- Teaser and memo preparation, key risks and mitigants, use of proceeds, sources and uses.
- Data room checklist, organization, and diligence readiness.
- Investor targeting, outreach sequencing, and process control through IOIs, LOIs, and next steps.
Why advisers cannot “carry” the raise
- We do not cover operating expenses out of pocket to chase a contingent payout.
- There is a queue of mandates where clients pay properly and move fast.
- Refusing basic paid scope often correlates with weak liquidity, which investors notice quickly.
The Real Cost Stack of a Capital Raise
A capital raise is not only an advisory fee. Even lean raises can trigger costs across legal, accounting, and third-party diligence.
If regulated activities are required, execution often runs through appropriately licensed counterparties, which can add time and cost.
A disciplined plan budgets for these items early.
- Legal counsel:
offering documents, subscription agreements, covenants, security docs, and investor negotiation support.
- Accounting and finance:
quality of earnings work, financial statement prep, audits or reviews where needed, and cash flow support.
- Data room and diligence:
hosting, indexing, redaction, background checks, and third-party reports (where applicable).
- Investment bank involvement:
if required for distribution or positioning, expect additional engagement terms and process constraints.
If you want a practical reference for how we screen and structure mandates before committing resources, read How Financely Screens and Accepts Only Bankable Projects for Private Capital.
The Quiet Signal Many Sponsors Miss
Some of the loudest “demanding” clients cannot afford a USD 500 consultation, let alone a retainer.
That is not an insult. It is a signal.
If you cannot fund basic diligence and packaging, it is hard to persuade serious investors that you can handle the obligations that come with capital.
You are allowed to be optimistic. You are allowed to pitch big visions.
Our job is not to entertain delusions. Our job is to run professional processes, with clear scope, clear deliverables, and a clear timeline.
If that is not a fit, it is better to say so early.
When You Might Not Need an Adviser
If you already have institutional relationships, a clean data room, investor-ready materials, and a defined path to closing, you may not need an advisory team.
Some issuers can go direct.
Others prefer a structured process, especially for complex raises. If you want to understand where we sit across services, see What We Do
and Private Placement Distribution.
To review standard starting points, see Pricing.
FAQ
Can you run a capital raise on success fee only?
Not for serious mandates. The work begins before investor decisions, and the process requires dedicated resources across a defined timeline.
A retainer is what makes that staffing and accountability possible.
What does the retainer cover in plain English?
Packaging, structuring, data room readiness, and process management through investor outreach and negotiations.
It is paid scope with deliverables, not a charge for access.
What other costs should we expect besides the retainer?
Budget for legal, accounting support, third-party diligence, and potential regulated distribution partners where required.
The exact stack depends on your instrument, jurisdiction, investor base, and timeline.
Do we need an investment bank?
Sometimes yes, sometimes no. Certain offerings or distribution strategies call for licensed execution partners or investment banks.
In other cases, a private placement process can be run directly with a controlled investor list.
What do you need from us to start?
A clear use of proceeds, basic financials, transaction documents (if relevant), cap table or ownership details, and a realistic view of timeline and amount.
If you are ready to proceed, the next step is to Apply For A Quote.
Ready To Run A Professional Raise?
Submit your transaction and we will revert with next steps and a scoped quote for advisory support.
Apply For A Quote
Disclaimer: This page is for general information only and does not constitute advice, an offer, or a solicitation.
Financely acts as advisor and arranger through regulated partners and is not a bank or lender.
Any transaction is subject to underwriting, KYC, AML, sanctions screening, legal review, and approvals by relevant stakeholders.