How To Run a Dual Track Fundraise and Exit Process as a UK Founder

You have built a strong UK SaaS or tech company. The numbers are starting to look good. Investors are circling. A potential buyer has hinted at interest.

Do you run a new fundraise, or do you explore a sale? In 2025, many founders are choosing a third path: doing both at the same time.

A dual track process means you prepare and run a private fundraise and an exit process in parallel. In practice, that usually means a growth fundraise from VCs, growth equity, or private equity, alongside a possible trade sale or financial buyer exit. For a small group of companies, an IPO route might sit in the background as well.

This approach has become more common in the UK in 2025. IPO markets are choppy, but private equity and trade buyers are active, especially in software, fintech, AI, and services. Founders want more choice, stronger valuation, and less risk that the market moves against them at the wrong moment.

The trade off is real. Dual track means more work, more cost, and a higher need for expert support. At Consult EFC, we help UK founders plan and run these processes in a way that keeps control, protects value, and respects the reality that you still have a company to run.

What Is a Dual Track Fundraise and Exit Process for UK Founders?

A dual track is a structured process where you prepare one clear story, one data room, and one set of numbers that support two linked outcomes:

1. A fundraise from investors, such as venture capital, growth equity, or private equity.
2. A possible exit, for example a trade sale to a strategic buyer, a sale to a financial buyer, or in some cases an IPO on AIM or the London Stock Exchange.

You treat both paths as serious options at the same time. You do not commit early. Instead, you prepare so that you can choose between real offers later.

For many UK companies in software, fintech, and services, the main focus is private fundraise versus M&A. An IPO sits as a third route only when the scale, governance, and story already fit public market standards.

In the UK context, this all happens within a specific framework. You find investors in London and across the regions. You work with UK company law, Companies House filings, HMRC schemes, and, if an IPO route is in play, Financial Conduct Authority and London Stock Exchange rules. The language can stay simple even if the process is complex. The aim is clear: line up serious options and keep control of your next chapter.

How a Dual Track Fundraise Works in Practice

From a founder’s perspective, a dual track process feels like a series of intense weeks, each with a clear focus.

First, you and your advisers build one plan and one narrative. You define what the company stands for, where the growth comes from, and what the next three to five years look like with fresh capital or with a new owner.

Next, you prepare materials that work for both investors and buyers. That usually includes:

• A strong investor and buyer deck
• A detailed financial model
• A data room that covers financials, customers, tech, people, legal, and governance
• A short teaser that can be shared under NDA

Once the core materials are ready, your team starts speaking to investors and buyers in parallel. On one side, you have conversations with VCs, growth equity, and private equity about a growth fundraise. On the other, you approach a small, focused group of potential buyers who could see clear strategic value in owning your company.

You do not commit to selling. You are clear that you are exploring a fundraise and a sale in parallel. The goal is to see real interest and real terms on both tracks. As offers firm up, you and your board compare them and decide which route creates the best outcome for the company and for you personally.

Key Benefits for UK Founders Running Dual Track

A dual track process exists to give you more real choice at the moment you decide. Done well, it brings several benefits.

More options at decision time
You are not forced down a single route. You might have, for example, a £15 million fundraise on the table that lets you keep control and push for the next stage, and at the same time a £40 million sale with an earn out that de-risks your personal position. You can weigh both against each other with actual terms, not guesswork.

Better pricing power in negotiations
When serious investors and buyers know that there is a live alternative, they tend to sharpen their pencils. The simple fact that you can choose a fundraise if sale terms are weak, or choose a sale if fundraise terms are poor, gives you more leverage in price and in structure discussions.

Protection against weak markets
If IPO markets close or late stage funding cools, dual track gives you a back up route. The same applies the other way round. If buyer appetite softens, a quality fundraise can keep the company moving and delay a sale until the market improves.

Clearer sense of current value
When you receive term sheets from investors and heads of terms from buyers at the same time, you get a very real view of what your company is worth now. That helps with this decision and shapes your strategy if you choose to hold and grow.

Dual track can also speed up deals. When buyers and investors know there is a credible alternative route running to a similar timetable, they often move faster and with more focus.

Main Risks and Drawbacks You Should Plan For

Dual track is not free of cost or stress. The main challenges are practical and human.

Time pressure on the founder and leadership
You still have to run the business. At the same time, you need to attend investor and buyer meetings, approve materials, answer due diligence questions, and work with lawyers. Without a strong advisory team and clear internal roles, this load can drag core performance.

Higher legal and advisory fees
You are preparing for both a fundraise and a sale, so some work is duplicated. Legal contracts, tax advice, and financial analysis must cover both routes. While a well planned process shares much of the groundwork, you still face higher overall cost than a simple single-track fundraise.

Risk of leaks and internal noise
More parties means more NDAs in place and more chances for rumours to spread, both outside and inside the company. Staff can become unsettled. Customers or partners may ask questions. You need a calm plan for communication and clear lines on what you will say and when.

Emotional strain from big, fast decisions
Comparing offers that shape your life and your company’s future is intense. You may feel pulled between price, control, team security, and personal goals. With good planning and strong advisers, these risks are manageable. At Consult EFC, we put a lot of effort into keeping the process tidy and focused so founders can think clearly.

Is a Dual Track Fundraise Right for Your UK Company?

Not every business should run a dual track process. For the right profile, it is powerful. For the wrong profile, it can distract and frustrate.

Dual track often suits companies that:

• Have clear, recurring revenue and a credible path to profit
• Operate in active buyer markets, such as software, fintech, AI, specialist services, or climate tech
• Are at a size where both growth investors and buyers are interested, often with several million pounds of revenue at least
• Have some board structure and a cap table that investors and buyers can understand

It also depends on your own aims. If you want to stay in control for many years, your view of dual track will differ from someone who is ready to hand over the keys.

Use dual track as a lens to ask better questions with your co-founders, board, and advisers. The process only works if the goals are clear.

Check Your Goals: Raise, De-risk, or Exit Fully?

Before you think about timetable or pitch decks, start with personal and company goals.

Ask yourself:

• Do I want to stay in the CEO seat for the next five years, or am I ready to step back?
• Do we need a fundraise to hit the next major growth step, or are we already close to peak value on this model?
• Do I want to take some cash off the table now but still own a meaningful stake?

Each answer pulls towards a different outcome.

• Stay and grow, with belief in a bigger future, points more towards a larger primary fundraise where new capital goes into the company. You may do a small secondary sale to de-risk personally.
• De-risk but stay involved often fits a majority sale to a trade or private equity buyer, with an earn out or a roll over stake. You take material cash now but still have upside.
• Exit fully, with limited desire to stay in the business, pushes more towards a clean sale with minimal earn out and less focus on a large new fundraise.

Dual track can still make sense across all three, as long as these goals are explicit. It gives you options, but the goals should guide which option you choose.

Signals Your Startup Is Ready for Dual Track

There are some simple signs that a company is ready for this type of process.

• Revenue quality: Recurring or repeat revenue, low churn, and clear unit economics.
• Growth: At least one or two growth channels that work in a repeatable way.
• Team: A stable leadership team, not just a heroic founder doing everything.
• Finance: Clean accounts, clear cash tracking, and monthly management information as standard.

In the UK, there are a few extra points to watch:

• HMRC schemes, such as SEIS and EIS, need careful treatment in any fundraise or sale.
• Employee option schemes, often under EMI, affect both investor and buyer terms.
• Governance items, such as board minutes, shareholder consents, and Companies House filings, must be in order.

At Consult EFC, we often start with a short readiness review before a founder commits to dual track. That review does not block the process. It helps avoid surprises later when a buyer’s due diligence team is in your data room.

When Dual Track Might Be the Wrong Choice

There are honest reasons to wait or to choose a simpler route.

Dual track may not be right if:

• You are still early stage with weak or volatile metrics.
• There is no proper finance function and the numbers are not yet reliable.
• Legal and HR compliance has obvious gaps, for example no formal contracts or missing policies.
• The founder is already exhausted and close to burnout.
• The cap table is very messy, with many small shareholders or unresolved disputes.

In these cases, you may be better served by a straight fundraise or a quiet, targeted sale, then return to dual track once the foundations are stronger. The point is not to chase complexity for its own sake. The point is to support the best outcome at the right time.

Step by Step: How to Plan and Run a Dual Track Fundraise and Exit

When a company is ready, the process needs structure. A good dual track is not just “talk to everyone and see what happens”. It is a sequence of clear steps.

Step 1: Align Your Board, Cap Table, and Personal Goals

Internal alignment is the first step. Before you speak to the market, you should:

• Agree target outcomes and price ranges that count as acceptable.
• Decide how much secondary (founder and early investor cash out) is on the table.
• Clarify what level of control new investors or buyers might expect.

Simple scenario planning helps. For example:

• Scenario A: Larger fundraise, carry on as independent company, founder keeps control.
• Scenario B: Majority sale to private equity with founder rolling over a stake and staying as CEO.
• Scenario C: Minority growth equity fundraise, with a meaningful secondary slice for founders.

You do not need perfect clarity on day one, but you do need a shared view. Investors and key managers should be on the same page before you invite outside parties into serious discussions.

Step 2: Get Your House in Order Before You Go to Market

Preparation is where a lot of value is created and protected.

On the finance side, you will need:

• At least three years of accounts, or as many as you have
• Monthly management packs, even if simple, that reconcile to the accounts
• Customer data and cohort analysis
• A forward-looking forecast that links to your plans

On the legal and operational side, you should review:

• Key customer and supplier contracts
• Intellectual property ownership and assignments
• Employee contracts and option schemes
• Any disputes or contingent liabilities

For UK companies, add:

• Companies House filings, directors, and share capital records
• SEIS and EIS compliance documents
• EMI or other option scheme documents
• Any HMRC clearances or outstanding tax queries

Then create one data room that can serve both investors and buyers. Some sensitive sections, such as detailed customer lists or certain legal documents, can be held back until later stages. The point is to have a single source of truth that supports both tracks.

Step 3: Build a Single Story That Works for Both Investors and Buyers

A strong equity story sits at the centre of dual track. One clear narrative can flex for both a fundraise and a sale.

That story should cover:

• The problem you solve
• Your product or service and why it is hard to copy
• Your market and how big it can get
• Your go to market model
• Unit economics and path to profit
• The team
• The plan for the next three to five years

Investors will lean into growth, return on capital, and market position. Buyers will focus more on strategic fit, synergies, and integration risk. The core facts and figures should serve both.

Practical materials often include:

• A short teaser used to open conversations under NDA
• A detailed deck for investor and buyer meetings
• A financial model with key drivers and scenarios
• A written FAQ that answers repeat questions

At Consult EFC, a lot of our early work with founders sits here. We test the story against the likely questions of growth investors and trade buyers, so you are not caught off guard in later due diligence.

Step 4: Choose and Brief Your Dual Track Adviser Team

You will need a small, focused team around you. This often includes:

• A corporate finance adviser, such as Consult EFC, who leads the overall process
• Legal counsel with both M&A and fundraise experience
• A tax adviser who understands founder and investor tax, as well as UK schemes
• Sometimes a PR adviser for external messaging, especially if an IPO is on the table

It helps to have one lead adviser who coordinates both tracks, manages communication, and keeps everyone honest on timing and priorities.

When you pick advisers, look for:

• Real experience in UK mid market deals
• Sector knowledge in software, fintech, or your specific area
• Clear explanation of fee structures, including success fees and any retainers

You want advisers who will challenge you as well as support you, and who have no problem saying “no” when something is not in your interest.

Step 5: Go to Market With Investors and Buyers in Parallel

Once you are ready, the outreach phase begins.

The fundraise track involves a controlled list of venture capital, growth equity, and private equity funds. These are investors who know your sector and stage and have real capital to deploy now.

The sale track focuses on a short list of trade and financial buyers who could see special value in owning your company. That might be a larger software group, an international player, or a private equity fund with a buy-and-build strategy in your space.

You will:

• Put NDAs in place with all serious parties
• Share a teaser and then your deck and data room in stages
• Run first meetings over a set period, often four to eight weeks
• Track interest levels and early valuation views on both tracks

Discipline matters. You should control who sees what and when. You should keep a clear log of interactions and feedback. Your advisers play a key role in holding this structure while you focus on strong meetings and steady trading.

Step 6: Compare Offers, Negotiate Terms, and Pick Your Track

After first and second round meetings, serious parties will start to put forward terms.

On the fundraise side, that means term sheets. On the sale side, it usually means heads of terms or letters of intent.

Key items include:

• Price: valuation and, for a sale, headline enterprise value
• Structure: how much is primary capital into the company versus secondary to shareholders
• Earn out: how much of the price depends on future performance
• Governance: board seats, veto rights, and reporting duties
• Employment: founder roles, lock-ins, and incentives

A higher price is not always the best deal if it comes with heavy conditions, long earn outs, or very tight controls. A slightly lower price with cleaner terms might give a better risk-adjusted outcome and a more attractive life after the deal.

At Consult EFC, we help model these outcomes so you can see, in numbers, what each option means for you and for the company over time. We also support negotiation, keeping competitive tension between bidders without overplaying your hand.

Step 7: Manage Due Diligence and Close Without Losing Focus on the Business

Once you sign a preferred term sheet or heads of terms, the process moves into detailed due diligence.

Investors or buyers will test:

• Your financials and forecasts
• Legal position and contracts
• Technology and product
• People and HR
• Any risk areas flagged earlier

At this stage, the chosen track speeds up and the other track is usually slowed or paused. Sometimes a back up route is kept warm in case the main deal hits problems. That decision needs careful judgment.

To protect the business:

• Keep a small internal core team focused on the deal process.
• Communicate clearly with senior staff who need to know, without over-sharing.
• Keep a close eye on trading performance, since a drop in numbers can hurt valuation or terms late in the process.

Finally, you reach signing and completion. Funds move, shares change hands, and you move into the next phase, whether that is scaling with new capital, working with a new owner, or stepping back after a full exit.

UK Legal, Tax, and Market Points to Watch in a Dual Track Fundraise

Every dual track process sits within a set of legal, tax, and market realities. These points rarely decide whether you should do dual track, but they do affect timing and structure.

This is general guidance, not legal or tax advice. You should take specific professional advice early. At Consult EFC, we often bring in specialist law and tax firms at the planning stage so these issues do not derail the process at the last minute.

FCA, Listing, and Regulatory Considerations for Larger Exits

If an IPO or public market exit is part of your dual track, UK regulation comes into play.

Any flotation in London must comply with FCA rules. That means a detailed prospectus, strict disclosure standards, and a longer preparation timeline. You are likely to work with a nominated adviser and brokers for AIM, or sponsors for a main market listing.

For many high growth companies, the IPO side of the track runs slightly behind the M&A and private fundraise track. The board often waits for real feedback from private offers before making a final call on a public listing.

Handling SEIS, EIS, EMI, and Founder Tax Planning

Many UK growth companies have SEIS or EIS investors and EMI option schemes. These are valuable schemes, but they add complexity to any fundraise or sale.

Key points include:

• Changes of control can affect SEIS and EIS reliefs.
• Share buy backs or rearrangements can have tax effects for investors.
• EMI options need careful handling if you change share structures or control.

Founders also need to plan for personal tax on a sale or secondary share sale. Cross border deals can create extra tax questions.

Early tax advice and, where needed, HMRC clearances help reduce uncertainty. In dual track, it pays to do this work before offers firm up, so structure and timing can reflect the real constraints.

Market Trends in 2025: What They Mean for Your Dual Track Strategy

In late 2025, the UK market has a clear pattern.

• IPO markets are mixed and still unpredictable.
• Private equity shows strong interest in profitable or near profitable tech and services companies.
• Trade buyers are active where they see strategic fit, especially in AI, data rich software, fintech, and climate related services.
• Investors focus more on quality of earnings and path to profit than on growth at any cost.

For dual track, this often tilts strategies towards private fundraise and M&A outcomes, with IPOs reserved for a smaller group of companies that already meet public market expectations.

Founders should work from current market insight rather than old headlines. A good adviser will bring fresh data from live processes and ongoing investor and buyer conversations.

How Consult EFC Supports UK Founders Through a Dual Track Fundraise and Exit

At Consult EFC, we work with UK founders who want a clear, honest partner through this process. Our role is to combine structured execution with balanced advice, so you can make big decisions with confidence.

Independent Advice on Whether Dual Track Is the Right Move

We always start with a diagnostic, not a sales pitch.

That diagnostic covers:

• Your personal and team goals
• Company readiness across finance, operations, and governance
• Likely investor and buyer interest based on sector and scale
• A light touch valuation view and market sound check

Sometimes the right advice is to run a dual track. Sometimes it is to focus on a single fundraise, a simpler sale, or a year of building value first. Our aim is to help you pick the route that matches your goals and the market you face, not ours.

Designing and Running a Tight, Confidential Dual Track Process

When dual track is the right path, we design a process that is tight, quiet, and tailored.

We help you:

• Build target lists of investors and buyers who fit your profile
• Map out timing, from preparation to offers and close
• Set clear rules on who sees what and when, including NDA use
• Shape and refine your materials so they stand up to scrutiny

We run the outreach, filter serious interest, and keep competitive tension between parties, while protecting sensitive information. We also coach founders for key meetings, so you go in prepared, calm, and clear on your messages.

Supporting You Through Negotiation, Trade Offs, and Life After the Deal

The hardest part of dual track is often not getting offers. It is choosing between them.

We help you:

• Model outcomes for each fundraise and sale option, including price, control, and personal risk
• Balance short term cash, long term upside, and your role in the business
• Manage legal negotiation and due diligence without losing sight of your day job
• Close the deal in a way that feels fair and sustainable

Where relevant, we stay involved after the deal, supporting you with board relationships, future fundraise planning, and strategic decisions in your new context.

If you are even starting to think about a dual track fundraise and exit, the best time to talk is early. A short, confidential discussion can help you decide whether this path fits your company and your own goals.

Conclusion

A dual track fundraise and exit process is about maximising choice and value at a key moment in your journey as a founder. By preparing for a private fundraise and a possible sale in parallel, you create real options and reduce timing risk in a market that can shift quickly.

Success depends on three things: clear goals, strong preparation, and a disciplined plan. If you are considering this path, start by checking your own aims, reviewing your financials and governance, and speaking openly with your board.

From there, you can decide whether to keep things simple with a single route, or to run dual track with experienced support. With the right structure and advice, dual track can be a controlled, positive step in your story, not a roll of the dice, and it can help you choose the outcome that is truly right for you and your company.