Lessons From an M&A Lawyer Who Raised $130M for His Startup

Alexandre de Vigan of Nfinite shares hard-won lessons on pivoting, fundraising, and why a signed term sheet means nothing until the cash is wired.

After a career in M&A, Alexandre de Vigan founded Nfinite and raised $130M. His journey shows that success requires relentless pivoting, a fundraising process that never stops until cash is wired, and a deep understanding that even signed deals can fall apart.

Key takeaways

The M&A Lawyer’s Disadvantage

Most people assume an M&A background gives a founder an unfair advantage. You’ve seen the deals, you know the terms, you understand the machine. But Alexandre de Vigan, who raised $130M for his e-merchandising platform Nfinite, will tell you it’s more complex than that.

Your training as a lawyer is to be risk-averse. You are paid to spot the 100 ways a deal can die. A founder, on the other hand, must be pathologically optimistic. You have to believe in the one way it can work when everyone else sees risk. This mindset shift is jarring and cannot be underestimated.

However, that M&A experience provides a sober realism that can save your company. De Vigan’s journey shows three specific lessons from the M&A world that most founders learn the hard way.

Lesson 1: A Signed Term Sheet is the Starting Line, Not the Finish

In M&A, a signed letter of intent (LOI) doesn't mean the deal is done. It means the brutal, expensive, and exhausting process of due diligence has just begun. Fundraising is no different. Yet founders consistently make the critical error of celebrating a term sheet as a victory.

It’s not. A term sheet is a non-binding expression of interest. Until the money is in your bank account, you have not raised a round.

De Vigan warns that deals are incredibly fragile. Even after signing, they can collapse for dozens of reasons.

Common Reasons a VC Deal Dies After a Term Sheet

Diligence Red Flags: Messy financials, overstated metrics, or unresolved legal issues discovered during diligence. · Bad Customer Calls: Investors talk to your customers. If they hear lukewarm reviews or a different story than the one you pitched, they will walk. · Market Shifts: A competitor gets funded, a public market comp craters, or the macro environment sours. VCs can and do pull term sheets citing market changes. · Partner Meeting Disagreement: The partner who championed you may fail to get full conviction from the rest of the investment committee during the final vote. · Key Person Risk: A co-founder gets cold feet or threatens to leave mid-process.

The Danger of Tranched Funding

De Vigan’s experience includes one of the most painful fundraising scenarios: an investor pulling out mid-deal. His firm had agreed to a financing round split into three payments, or "tranches." After wiring the first, they backed out of the next two.

This is a founder’s nightmare. You’ve announced the round, started spending the capital, and given a board seat to an investor who has now abandoned you. Be extremely wary of investors who propose tranched deals. It often signals a lack of conviction and gives them a cheap option to walk away.

Are the milestones for future tranches vaguely defined or subjective (e.g., "significant traction")?

Is the investor new to venture and trying to de-risk their investment in a non-standard way?

Does the tranche structure put your company in a position where you could run out of money if a milestone is missed by a narrow margin?

Lesson 2: The Five-Year Hunt for Product-Market Fit

Founders are told to fail fast. De Vigan’s story is a testament to failing forward. Nfinite’s journey to PMF was a five-year odyssey of pivoting, iterating, and refusing to die.

Pivot 1: The Real Estate Marketplace

Nfinite started as a "Zillow for Europe." The idea was logical, but de Vigan soon realized the platform’s success depended on better property visuals—something they had no control over. The core value wasn't the marketplace; it was the imagery.

The Signal: Your core hypothesis is flawed. If you find yourself thinking, "For this to work, we first need to solve this other, much harder problem," you may be working on the wrong business.

Pivot 2: Digital Imagery for Real Estate

He shut down the marketplace and focused on the imagery itself. The technology worked, but the market was too small. Real estate is a huge industry, but the slice of it willing to pay for high-end digital imagery was not a venture-scale opportunity.

The Signal: Your Total Addressable Market (TAM) is too small. Your bottom-up TAM isn't just a slide in your deck; it’s your company's ceiling. A business that can only ever generate $20M in revenue is a great lifestyle business, but it’s not a venture-backed company.

Pivot 3: E-merchandising for Retail

De Vigan’s team realized their powerful CGI and 3D rendering technology could be applied to a much larger market: e-commerce. They pivoted to serving retailers. But even then, they had to evolve their business model from one-off transactional projects to a more sustainable and profitable recurring revenue model.

The Signal: Your business model doesn’t scale. Project-based revenue is linear. You sell a project, you deliver it, you get paid. A subscription (SaaS) model provides predictable, recurring revenue that compounds. Investors value $1 of ARR far more than $1 of services revenue because it’s a better indicator of future growth.

Lesson 3: From 1,000 Days of "No" to a $130M "Yes"

Before raising $130 million, Nfinite was rejected by everyone. For three straight years, de Vigan had daily meetings with angels, family offices, and VCs. The answer was always no.

This is the reality of fundraising. Success is not about finding a magic-bullet investor. It’s about surviving the rejection and learning from every meeting. The founder who wins is not the one with the best idea, but the one with the most resilience.

Stop Pitching a Product, Start Selling a Story

De Vigan credits his eventual success to mastering the story. Your pitch deck isn’t just 15-20 slides of data. It’s a narrative that must convince an investor of three things:

The Inevitable Future: Why is the world irrevocably moving in a direction that makes your company essential? For Nfinite, it was the shift of all commerce online and the need for infinite visual assets. · Your Unfair Advantage: Why are you the only team that can build this? This is your technology, your team’s unique experience, or your go-to-market insight. · The Economic Engine: How does this become a massive business? This is your business model, your pricing, and your path to scaling revenue efficiently.

How to Survive the Rejection

Hearing "no" for three years is soul-crushing. To survive it, you need a process. Treat fundraising like a top-of-funnel sales process. Track every interaction in a CRM, run a tight follow-up cadence, and—most importantly—learn to handle rejection gracefully. An investor who says "no" today might be your biggest champion in 18 months if you’ve made progress and maintained the relationship.

Thanks for letting me know and for your transparency during the process. I appreciate the time you took to understand what we're building.

While I'm disappointed we won't be working together right now, I understand your reasoning regarding [mention their specific reason, e.g., "our early traction"].

Would it be okay if I kept you updated on our progress every few months? We're heads-down focused on hitting our next set of milestones.

How to Apply This This Week

De Vigan’s journey from lawyer to founder offers a playbook in resilience. Here are four actions you can take this week inspired by his lessons.

Pressure-Test Your PMF Hypothesis. Are you still working on the business you started, or has the data pointed you in a new direction? Be honest about whether your market is big enough and your business model is scalable. Don't be afraid to have the tough conversation. · De-risk Your Current Fundraising Round. If you have a lead investor, who is your Plan B and Plan C? If you have a signed term sheet, have you confirmed the next steps in their diligence process? Never assume the deal is done. · Review Your Pitch for Story, Not Just Data. Read your deck again. Does it present an inevitable future and your unique role in it? Or is it just a list of features? Re-write the first three slides to focus purely on the narrative. · Update Your "No" List. Go back to the last 5-10 investors who passed on your company. Send them a concise, confident update on your progress. You’re not asking for money; you’re showing them you execute. The long game is the only game that matters.

Frequently asked questions

What's the biggest mistake founders make after getting a term sheet?
They stop fundraising. You should keep other investors warm until the money is in the bank, as deals can fall apart during due diligence.
When should a startup pivot?
Pivot when you see clear signals your current path is blocked: the market is too small to be venture-scale, customer acquisition costs are unsustainable, or users aren't retaining.
What is the difference between US and European fundraising?
US VCs tend to write larger checks, focus more on massive TAM and vision, and move faster. European VCs are often more focused on unit economics and a clearer path to profitability, with generally more conservative valuations.
How long does it really take to find product-market fit?
There's no magic number, but it's often longer than you think. Nfinite took five years of iterating and pivoting. The key is to keep learning and adapting without running out of cash.

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