Every Form D a company files is kept, so it is possible to count, for each raise, how many the company had filed before. We grouped raises begun in 2024 and 2025 by that number.1
A first raise is broad and small. The median has ten investors and a cheque of $235,000, and 41.7% of first raises begun from 2022 to 2024 sold less than half their target. A second raise halves the crowd in effect: seven investors, each writing more than twice as much. The third and fourth narrow further, to cheques of $655,000 and $687,000.
Later raises also fill a little more often: 33.7% of first raises sold in full, 38.4% of fifth or later. The bigger change is at the bottom. The share of raises selling less than half falls from 41.7% at the first raise to 29.2% at the fourth.
The plain reading is that the investors change. A first raise is often sold to people who know the founder: friends, angels, a seed fund, former colleagues. They write small cheques and many of them. By the second raise the company needs investors who can write larger ones, and who will want to see what the first money achieved. Fewer people are in that position, and each is harder to persuade.
The investors who can write a first cheque are rarely the ones who write the third.
For a founder, this means the second raise should be planned during the first. Which of today's investors can follow on, and for how much? Which institutional investors will the company need next, and what will they want to see in eighteen months? A first round sold entirely to people who cannot follow on leaves the company to find its next investors from a standing start.
Method. US operating companies' Form D offerings of $1m to $1bn (pooled investment funds excluded), read from the SEC's quarterly data sets. Fill rates use offerings begun from 2022 to 2024 with a stated amount, so each has had time to finish. "Sold in full" means at least 99.9% of the amount offered, "less than half" under 50%, as last reported. Counts of raises, investors and cheques use offerings begun in 2024 and 2025. The cheque is the amount sold divided by the number of investors. Every table behind this note is in the Ledger, where it can be sorted and copied.
“The investors who can write a first cheque are rarely the ones who write the third.”
Sources
- Form D data sets, US Securities and Exchange Commission, 2014 to 2026
- Form D, General Instructions, US Securities and Exchange Commission
Cite as: “The second raise is written by fewer, larger cheques”, Norvian Review, 30 October 2026.