Why a percentage of raise is not a clever US structure

Founders who are waiting on a proposed regime often offer the house a percentage of the raise, a token allocation, or both. They mean it as alignment. From our side it is a boundary. RCA Pad sells scoped services for fixed fees, milestones and prepaid retainers. We avoid percentage-of-raise fees and token compensation until specialist counsel confirms a lawful structure. That is a control, not a slogan.

The reason is not aesthetic. Transaction-based compensation, success fees tied to capital formation, and token-only pay sit next to broker-dealer, arranging, and fundraising-intermediary activity. We are not that intermediary. We do not accept investor funds. We do not allocate tokens. We do not introduce the offering as a placement. If a proposed regime later creates a clean services lane, counsel can say so. We will not invent the lane to win a mandate.

The commercial consequence is visible on the rate card. Sprint £3,500–£7,500. Build £10,000–£35,000. Managed growth as a retainer. Deposit to open the desk. Two follow-ups on a written proposal, then close-lost. We will not renegotiate into a success fee because the founder is “about to be able to raise under Reg CA.” About-to-be is not a path.

Do not renegotiate into percentage-of-raise or token-only pay. One written proposal, two timed follow-ups, then close-lost.

This is also how we stay useful if the proposal dies. A team that paid for a claims register, an audience matrix, a ninety-day plan and a partner map still has those artefacts. A team that paid us in tokens for a raise that never had a lawful route has a mess. Fixed fees keep both sides honest about what was bought: work, not a share of an event we do not control.