IC memo template: venture and growth

How to use this structure

A venture memo has one job: to make the bet legible enough that a committee can disagree with it precisely. Most rejected memos are not rejected because the deal is bad. They are rejected because the reader cannot tell which assumption the return depends on.

Work through the sections below in order. Each one lists the question the section answers, what a strong answer contains, and the weak version that reviewers see most often. Nothing here requires a file. Copy the headings into your own document or workspace and fill them in.

Section 1. Executive summary

The question: if the reader stops after this page, do they know what you are asking for and why?

• Include. The ask, the instrument and round size, pre-money and post-money, your target ownership, the reserve you want set aside, and a one-line recommendation.
• Include. The single sentence that states the bet. Not what the company does, but what has to be true for this to return the fund.
• Weak version. A company description with adjectives. If the summary could be pasted into a different memo about a different company, it is not a summary.

Section 2. Company and thesis

The question: why this company, and why now rather than in two years?

• Include. What the company sells, to whom, at what price point, and how the product reaches the buyer.
• Include. The change in the world that makes this possible now. Regulation, cost curve, buyer behaviour, a distribution channel that did not exist before.
• Include. The counter-thesis. State the strongest version of the argument against the deal in the investor's own words, then answer it.
• Weak version. A timing argument that reduces to the observation that the category is growing. Growth is not timing.

Section 3. Market

The question: how large is the reachable market, and who says so?

• Include. A bottom-up build. Number of buyers, realistic penetration, realistic price. Show the arithmetic so a reader can change one input and see the effect.
• Include. Market structure. Concentrated or fragmented, who currently holds the budget, and what the buyer stops paying for if they buy this.
• Weak version. A top-down figure lifted from a vendor report with no primary source and no path from that number to this company's revenue. Committees discount these on sight.

Section 4. Product and technology

The question: what is actually built, and what protects it?

• Include. Current state versus roadmap, stated separately. Reviewers need to know what exists today.
• Include. The defensibility claim, named. Data accumulation, switching cost, regulatory approval, network effect, distribution lock-in. Then the evidence for it.
• Weak version. Defensibility asserted as a property of the technology. Most technology advantages decay. Say how long you think this one lasts.

Section 5. Traction and unit economics

The question: is the growth real, and does the business get better as it gets bigger?

• Include. Revenue by month or quarter, stated on one consistent basis. Define the basis explicitly: booked, billed, recognised or annualised run rate.
• Include. Cohort retention, gross margin, acquisition cost and payback, each labelled as cohort, blended or steady state. Mixing the three is the most common reason a diligence team loses trust in a memo.
• Include. Customer concentration and contract length, since both change how much the growth rate is worth.
• Weak version. A single blended figure with no cohort behind it, or a payback period calculated on gross revenue rather than gross profit.

Section 6. Team

The question: is this the team that gets through the next stage?

• Include. Founder background as it relates to this specific problem, the split of responsibilities, and the equity split.
• Include. The named gap and the hiring plan that closes it, with the budget for it in the use of funds.
• Weak version. Biographies. A committee can read a profile page. Tell them what the team has already survived.

Section 7. Deal terms

The question: what are we buying, and what happens to it later?

• Include. Round size, instrument, valuation, existing cap table, option pool and whether it is set before or after the round.
• Include. Liquidation preference, participation, anti-dilution, board composition and information rights.
• Include. Dilution modelling to exit under your own assumed future rounds, so the ownership you underwrite is the ownership you are likely to hold.
• Weak version. Entry ownership quoted with no dilution path. Entry ownership is not the ownership that generates the return.

Section 8. Risks and mitigants

The question: which risk actually kills this, and what would tell us early?

• Include. Three to five named risks, ranked. For each one, the mitigant, the monitoring signal, and the point at which you would stop funding.
• Weak version. A list containing execution risk, competition risk and market risk. Every deal has those. Unweighted risk sections read as a compliance exercise.

Section 9. Exit paths

The question: who buys this, and why would they?

• Include. A named buyer universe. Actual acquirers, with the strategic reason each would pay.
• Include. Precedent transactions where terms are publicly disclosed, cited to the disclosure. Where terms are not public, say so rather than estimating.
• Weak version. A comparable chosen because it produces the required return. If the comparable is not structurally similar, state why it still applies.

Section 10. Recommendation

The question: what exactly is being approved?

• Include. Amount, instrument, follow-on reserve, conditions precedent, and who owns each condition.
• Include. What you will report back to the committee at the next review, and when.

Errors that get memos sent back

• Market sizing with no primary source and no bottom-up build.
• Unit economics that mix cohort, blended and steady-state figures in one table.
• Ownership modelled at entry only, with no dilution to exit.
• Risks listed but not ranked, so the committee cannot tell what you are worried about.
• An exit comparable that is doing all the work in the return calculation.
• Financial figures whose basis is never defined, so two readers reconcile to different numbers.

How this maps to Reuben AI

Inside Reuben AI the same sections exist as structured fields rather than free text, which changes what the committee can do with them. Market, traction, team, terms, risks and exit each become an analysis lens with its own inputs, so a figure entered once flows to every place it is used and carries its source with it.

Because the inputs are structured, the memo can be scored rather than only read: sections become weighted criteria, deals become comparable to each other, and every value keeps a provenance trail showing where it came from and who changed it. Versioning means the committee reviews a specific state of the memo rather than an attachment that may or may not be the latest one.

Related templates and tools

• IC memo template: buyout
• LBO model shell
• IC memo software and workflow
• All investment templates