How to make a pitch deck to raise investment

A pitch deck is the presentation of 12 to 15 slides with which a company explains to an investor what problem it solves, how much money it is asking for, and what for. Its goal is to secure the second meeting, not to close the investment. If you raise through a securities issuance, every figure must match the issuance document or the prospectus.

Three decisions before opening the first slide

The first decision is who it is aimed at. An angel investor, a venture capital fund, and a bond buyer read the same deck looking for different things, and a single version for everyone usually convinces no one. Write first for the investor most likely to come in, then adapt.

The second is what instrument you offer. Asking for capital through a capital increase, a participating loan, or a bond issuance is not the same: they change the deal slide, the metrics that matter, and the risks you must explain. If you are still unsure, review the instruments of a funding round before designing anything.

The third is how it will be read. A deck you send by email has to be understood without you there, so it carries more text and complete figures. The one you project in a meeting is more visual and relies on what you say. Prepare both versions with the same data. What this means for you: if a figure changes in one version, it changes in the other the same day.

The structure: 15 slides in this order

The order follows the questions an investor asks in the first minutes. Each slide answers just one and carries the minimum data that supports it.

1. Cover. Name, a phrase that says what you do and for whom, and the date. The date prevents an old version from circulating as if it were the current one.
2. Problem. Who suffers it and how much it costs them today, with a verifiable figure.
3. Solution. What you do differently, explained with the real product: screenshots, a use case, or a flow.
4. Market. Size calculated bottom-up: number of possible customers times average price. Avoid the global figure from a sector report.
5. Business model. How you charge, how much, and with what gross margin.
6. Traction. Revenue, customers, monthly growth, signed contracts. If you are not invoicing yet, letters of intent or named pilots.
7. Competition. Who customers compare you with and why they choose you. Never “we have no competition”.
8. Sales strategy. Channel, cost to acquire a customer, and sales cycle.
9. Team. Who does what, dedication, and why this team can execute the plan.
10. Financials. Two or three years of history and a three-year projection, with visible assumptions.
11. The deal. Amount, instrument, valuation or terms, minimum investment, and timeline.
12. Use of funds and milestones. What line items the money is spent on and what measurable milestones you reach with it.
13. Cap table. Who owns the company today and how it looks after the deal.
14. Risks. The three or four that can truly derail the plan and how you manage them.
15. Next steps and notice. Contact, what happens next (meeting, term sheet, access to documentation), and the applicable legal notice.

If you have too many slides, combine competition and sales strategy or move financial detail to an appendix. What you should not cut is the deal, the use of funds, and the cap table: they are the three most consulted when the investor is already interested.

What data each type of investor asks for

The structure is common, but the weight of each slide changes depending on who reads it. This table summarizes what each profile looks for first and where they should find it.

The last row is the most overlooked. When the offer reaches investors through an investment services company (ESI), the information they receive must come from the issuance document and not from the sales pitch. If you are unsure about who you can target, review the difference between retail and professional investors.

Example: the same deck for a round and for an issuance

An illustrative example with a fictional company. An industrial software public limited company has revenue of €1.2M, has 1,000,000 shares with a par value of €1, and is seeking €1.5M at a pre-money valuation of €6M. The price per share comes from dividing €6M by 1,000,000 shares: €6 per share, of which €1 is par value and €5 is share premium. With €1.5M, 250,000 new shares are issued.

The post-money valuation is €7.5M and the dilution is 20%. This table goes as is on slide 13, and its figures must match those in the capital increase agreement. If the valuation is debatable, support it with the method we explain in company valuation for issuing.

Now suppose that this €1.5M is not raised by negotiating with two funds, but through an issuance of shares represented in distributed ledger technology. The slides are the same, but four change their content:

What it means for you: the deck for an issuance is written after the issuance document, not before. If you reverse the order, you will end up correcting the legal document to make it look like the presentation.

What changes when you raise capital with a securities issuance

In a private round, the deck is negotiation material. In a securities issuance, it becomes information about an offer, and the law requires it to be consistent. The content of securities represented by book entries or distributed ledgers is determined by the issuance document. The issuer files it with the entity that keeps the register and makes it available to the public (Article 7 of Law 6/2023).

If the offer requires a prospectus, the advertising must be recognizable as such, cannot be inaccurate or misleading, and must be consistent with the prospectus. All information about the offer, even if it is not for advertising purposes, must also be consistent (Article 22(3) and 22(4) of Regulation (EU) 2017/1129). A deck that circulates among investors falls under that rule.

The offer may be exempt from the prospectus requirement because it is addressed, for example, only to qualified investors. In that case, the important information you give to some investors must be given to all recipients of the offer (Article 22(5) of Regulation (EU) 2017/1129). In practice, the deck you show in a one-on-one meeting must also reach the rest.

When an offer exempt from the prospectus requirement is directed to the general public through any form of advertising, an entity authorized to provide investment services must be involved. The rule covers four exemptions: by amount, by being directed to fewer than 150 non-qualified investors per State, by requiring a minimum investment of €100,000, and by involving commercial paper with a term of less than one year. That entity validates the information given to investors and supervises the marketing (Article 36 of Law 6/2023). Since June 5, 2026, the general prospectus exemption covers offers of less than €12M over twelve months, but it is not passported to other States (Article 3(2) of Regulation (EU) 2017/1129, as amended by Regulation (EU) 2024/2809). We explain when you need a prospectus and when the issuance document is enough in CNMV prospectus versus issuance document.

There are expressions that should not appear in an issuance deck. They promise what the document cannot support:

• “Guaranteed return” or a target return percentage that does not appear in the issuance document.
• “You will multiply your investment” or any exit multiple.
• “Immediate liquidity”: the fact that the security is represented on a distributed ledger does not create a secondary market.
• “Approved by the CNMV”: registration with the CNMV does not imply that the CNMV has validated the terms of the issuance.
• “No risk” or “protected capital” if there is no real guarantee described in the document.

The CNMV can take action to stop or rectify unlawful advertising about the activities regulated by the law (Article 246 of Law 6/2023). What it means for you: the law firm preparing the issuance document must also review the deck, and the placement entity, if any, must validate it before it goes out.

A final nuance for startups. In equity, the shares of a public limited company are securities; the interests of an S.L. are not and cannot be represented as securities or registered in an ERIR (Article 92(2) of the Capital Companies Act). An S.L. can issue bonds. If your deck talks about “tokenized shares” and your company is an S.L., first review the difference between an S.L. and an S.A. for issuing.

Common mistakes and how to correct them

• Valuation without a method. A pre-money figure without comparable multiples or discounted cash flows will be challenged in the first question. Put the method in one line and the calculation in the appendix.
• Inflated market. Citing the global size of a sector does not say how much you can sell. Calculate reachable customers by average price.
• Projections without assumptions. A curve that takes off in the third year without explaining price, conversion and headcount undermines the credibility of the rest of the deck.
• Generic use of funds. “Growth” is not a line item. Break it down by team, product, sales and cash buffer, with the milestone each one buys.
• Outdated cap table. If it does not match the share register, the investor will find out during document review and the negotiation cools down.
• Too much text. One idea per slide and legible projected font. Detail goes in the appendix or the documentation.
• Hidden risks. The investor finds them anyway. Naming them with their management plan shows control of the business.
• Figures that do not match the documentation. Every number in the deck must be traceable to a document: accounts, contracts, financial model. It is the first thing checked in the due diligence.

Checklist before sending it

• The cover date and the financial data date match the latest version.
• The cap table matches the share register and the transaction agreement.
• The amount, the instrument, and the minimum investment are the same on all slides.
• Behind every figure there is a document you can show.
• The risks are named and are consistent with the legal documentation.
• If it is an issuance, the deck has been reviewed against the issuance document or the prospectus and does not contain promises of returns or liquidity.
• If the offering is to be marketed through advertising, the authorized entity involved has validated it.
• You know what documentation you will deliver in the next step and you have it organized.

Are you considering raising capital with tokenized shares instead of a classic capital increase? First compare the two routes in tokenized equity versus capital increase and review the full process in how to issue a security token in Spain.

Para seguir: el checklist del data room y las 12 vías de financiación alternativa comparadas.

If you need a law firm to prepare the transaction, at HokenFi's partner law firms you can request proposals from the platform.

This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.

HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.