Thoughts on securing capital pre-LOI vs. post-LOI?

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April 16, 2026

by a searcher from California State University, Fullerton - Steven G. Mihaylo College of Business and Economics in Yorba Linda, CA, USA

Newbie questions here -- I’ve been spending more time thinking about capital strategy and keep coming back to two different approaches: 1. Lining up a minority investor (or investors) ahead of time and having some form of committed capital/proof of funds before submitting LOIs 2. Getting a deal under LOI first, then raising capital once you have something concrete I've been seeing a lot of posts here from searchers raising capital post-LOI, sometimes with fairly short timelines to close. It makes me wonder how often that process is actually successful under time pressure, and how often deals fall out of LOI due to not being able to secure funding in time. I can see the argument for going under LOI first. From an investor’s perspective, it’s a lot easier to evaluate a real deal than a large search, and I’d imagine many prefer to engage at that stage rather than committing capital upfront without a specific opportunity. Where I’m getting stuck is around how people balance the risk on both sides: -- Submitting LOIs without fully lined-up capital feels risky from an execution standpoint -- But trying to secure committed capital pre-LOI without a real deal in hand can kind of seem tricky I’d also be curious how people are handling proof of funds when going the "post-LOI route", especially for those who can't self-fund larger deals. For context, I’ve been self-funded so far and am only recently exploring bringing in minority investors, so this is relatively new ground for me (see my other post). For those who have gone through this: -- Which route did you take (pre-LOI capital vs. post-LOI raise)? -- What worked/didn’t work? -- If you were doing it again, would you approach it differently? Appreciate any insight from those with experience on either side.
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Reply by a searcher
from American College of Greece in Greece
How about presenting a target to line up investors (and lenders) for future deals if they are not willing to back the current one? The more relationships the better. Soft commitments will help.
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Reply by an intermediary
in Chicago, IL, USA
^redacted‌, thanks for the tag. Great question ^redacted‌—and honestly, I don’t think it’s ever fully one or the other. Most people I’ve seen do this successfully land somewhere in the middle. More of a hybrid model. Trying to fully lock up capital pre-LOI is tough unless you’ve got a strong track record or a fund already in place. Most investors just aren’t going to commit without seeing an actual deal. I'll always suggest building a bench of investors who want to look at any deals that might come across their desk. On the flip side, going under LOI with zero investor relationships is where things tend to fall apart. The people who struggle to close are usually the ones starting their raise from scratch under a tight clock. Build relationships and “soft circle” investors ahead of time Get clear on your structure and how you’ll pitch deals Then move fast once you’ve got something under LOI Personally as an investor, it’s way easier to get us over the finish line when there’s a real deal to react to—but that only works if you’ve already done the groundwork. So many options, so little time. ;) As a Intermediary who often works with buyers and sellers, we generally like to see the capital or funding pre-approval. Honestly, it’s less about when you raise capital and more about whether you can actually close. Deals fall out of LOI pretty often because buyers overestimate how easy it’ll be to pull equity together. The more prepared you are to move quickly once under LOI, the more likely you are to close the deal. As a seller, I'm always happy when a buyer has their process and funding in tact which will allow for a quicker close. Always remember, TIME KILLS DEALS.
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