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Investment Thesis Template for VC Funds

Three documents and two sheets that turn a thesis into one number: the share of your own market map you have to meet.

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Pack of 5 files: 3 documents, 2 spreadsheets

Investment Thesis Template for VC Funds
  • Thesis StatementDocument
  • Market AnalysisDocument
  • Sourcing ImplicationsDocument
  • Market Participant RegisterSpreadsheet
  • Thesis Evidence TrackerSpreadsheet
RiverInvestment Thesis Template for VC Funds

Thesis Statement

[Fund] — [Sector] Investment Thesis

Each claim is written so that it could be refuted, carries the evidence accumulated on both sides, and names the observation that would settle it.

Claims

IDClaimWhat would refute itState
C1———
C2———
C3———
C4———
C5———
C6———

Claim state has four values: supported, contested, refuted, and untested. Untested after four quarters of sourcing is a finding about where the fund has been looking rather than a gap in the research.

Rewrite conditions

The conditions under which this document gets rewritten rather than edited, written down now while nobody is defending it. A thesis with no rewrite condition survives its own refutation.

Stated assumptions, not tracked here

The beliefs the fund holds that this document is not testing, listed so a later reader does not mistake silence for evidence.

Scope

What the thesis does not claim, so nobody extends it into a market it never covered.

A 60 million dollar seed fund needs 24 investments. Its blended conversion rate of 1.03 percent would mean seeing 2,327 companies, against a thesis universe of 457, so the thesis looks 5.1 times too narrow. Re-scored on the in-scope cohort of its own prior fund the rate is 5.93 percent, and the requirement is 405 companies. The thesis is investable, but only at 88.6 percent coverage of its own market map. That number appears in no thesis document anywhere.

Page one for this query is unanimous. Every result hands you the same fill-in-the-blank sentence: fund name, size, stage, check range, geography, sector, secret sauce. The better ones add a line for invalidation, which is a blank rather than a mechanism, because nothing downstream ever reads it. None of them counts the universe the sentence defines, and none divides that count into what the fund model needs. The same gap runs through screening inbound deals, where the criteria get stated and the thresholds do not.

Then one claim is refuted, at one of twelve against a floor of three of twelve. 96 companies leave the universe, required coverage goes to 112.2 percent, and the thesis supports 21 investments rather than 24. Committed capital has not moved, so the average check goes from 1.45 to 1.66 million dollars and ownership from 12.1 to 13.8 percent. A claim an adviser must be able to substantiate on demand belongs in the methods of analysis it already discloses.

Six claims with refutation thresholds, a counted universe of 457, and a thesis quietly demanding 88.6 percent coverage of its own market map

The claim table with each threshold and its state. Then the register slice and its universe count, the reconciliation against the fund model, and what one refuted claim does to the check size.

Investment Thesis Template for VC Funds
RiverThesis Statement

Thesis Statement

Illustrative. Winsheath Capital, a fictional 60.0 million dollar seed fund, vintage 2024. Six claims written 18 December 2024, states as of 30 September 2025. Scope is a definition and carries no threshold. A claim carries a number, a window, and the observation that refutes it.

IdClaimRefuted ifMakes addressableObsBearingStatisticState
C1The in-scope universe holds at least 300 companies across the four-year investment periodStanding plus observed formation falls below 300 at two consecutive annual readsThe fund at 60.0 million dollars3131457 availablenot refuted
C2A per-technician product clears 28,000 dollars of annual contract value at 50 to 500 techniciansMedian closed contract value across ten diligence-stage companies falls below 20,000 dollarsThe whole 50 to 500 technician buyer band441035,500 mediannot refuted
C3A new operations decision-maker triggers a platform replacement within eighteen monthsFewer than three of the first twelve diligence-stage companies show a replacement inside eighteen months96 of the 269 in-scope companies38121 of 12REFUTED
C4Field technician adoption exceeds 60 percent within two quartersMedian adoption across eight companies with usage data falls below 40 percentThe pricing assumption behind C229860.5 percent mediannot refuted
C5Two or more strategic acquirers active in any rolling twenty-four monthsFewer than two disclosed acquisitions above 40 million dollars in any rolling twenty-four monthsThe exit path in the fund model472exactly 2at threshold
C6Seed entry post-money stays below 14 million dollarsMedian in-scope seed post-money exceeds 18 million dollars over eight consecutive priced roundsThe 12.1 percent ownership target25810.7 million mediannot refuted

Obs is every dated observation logged against the claim. Bearing is the count inside the threshold's own definition, which is the only count that can resolve it. C5 has 47 observations and 2 that matter.

RiverMarket Participant Register

Market Participant Register

Ten of the 611 companies in the category, read on 30 September 2025. Every company in the category is added first, then marked in or out of scope against the Thesis Statement's own scope definition. Filtering while adding is what loses the denominator.

IdCompanySegmentFoundedLast roundWedgeScopeOut-of-scope reasonFirst contactMet
MP-014Holtfield TechnologiesField service dispatch2022SeedReplace incumbentIn scope2025-03-11Yes
MP-037Bellhurst LabsField service dispatch2023Pre-seedReplace incumbentIn scope2025-06-02Yes
MP-052Cartbrook WorksEstimating and takeoff2024Pre-seedGreenfieldIn scope2025-08-19Yes
MP-081Thatchhaven SoftwareFire and life safety2021SeedGreenfieldIn scope2025-04-28Yes
MP-108Marshcombe FieldPreventive maintenance2023None disclosedGreenfieldIn scopenoneNo
MP-133Wickstead OpsTechnician workforce2024Pre-seedGreenfieldIn scopenoneNo
MP-149Sparbeck SystemsTechnician workforce2022SeedGreenfieldIn scopenoneNo
MP-176Yewthorpe DataParts and inventory2023None disclosedGreenfieldIn scopenoneNo
MP-204Flintmere GroupField service dispatch2020Series BReplace incumbentOut of scopeRaised Series A or laternoneNo
MP-238Rushgate LabsEstimating and takeoff2017Pre-seedGreenfieldOut of scopeFounded more than six years agononeNo
The universe the scope actually names
In the category611
Out of scope: raised Series A or later254
Out of scope: founded more than six years ago, still pre-Series-A88
Standing in-scope universe269
New in-scope formation a year, across 2022, 2023 and 202447
Formation over the four-year investment period188
Available across the whole period457

269 plus 254 plus 88 is 611. Available rather than standing is what the fund model gets reconciled against, because a four-year investment period sources partly from companies that do not exist yet.

RiverThe Reconciliation

The Reconciliation

Three artifacts are supposed to agree on one number. The fund model gives the required investment count. The firm's own screening record gives the conversion rate. The register gives the universe. Multiply the first two and compare to the third.

1. Fund model
Fund size60.0 million dollars
Fees and expenses over fund life10.2 million, 17.0 percent
Investable capital49.8 million dollars
Target initial investments24
Average initial check1.45 million dollars
Initial pool, 24 at 1.4534.8 million dollars
Reserves, 30.1 percent of investable15.0 million dollars
34.8 plus 15.049.8, the model closes
2. Conversion, prior fund re-scoredCompaniesInvestmentsConversion
In scope for the current thesis236145.93%
Out of scope1,60650.311%
Total, the rate the firm quotes1,842191.03%

236 plus 1,606 is 1,842, and 14 plus 5 is 19. Both close. The in-scope rate is 19.1 times the out-of-scope rate, which is the measurable value of the narrowing rather than an assertion about focus.

3. Required coverageAt the blended rateAt the in-scope rate
Conversion used1.03%5.93%
Companies to meet, 24 divided by the rate2,327405
Available in the register457457
Required coverage509%, or 5.1 times too narrow88.6%

To make 24 investments this thesis requires meeting 88.6 percent of every company in its own market map. That is a sourcing mandate rather than a slogan about focus, and it is the number no thesis document carries.

4. What the one refuted claim costsBeforeAfter
Standing in-scope universe269173, less the 96 C3 justified
Available across the period457361
Required at 5.93 percent405405
Required coverage88.6%112.2%
Investments the thesis supports2421
Initial pool34.8 million34.8 million, unchanged
Average initial check1.45 million1.66 million
Ownership at a 12.0 million post-money12.1%13.8%

1.7 points of ownership per company, arriving as the consequence of one refuted claim rather than as a negotiating preference. Which is why the threshold was written in December, before any of the evidence arrived.

RiverSourcing Implications

Sourcing Implications

The only document in the space anybody acts on. It leads with a monthly rate rather than a coverage percentage, because nobody can be held to a percentage.

The rate, and why it is not the problem
In-scope companies required405
Met to date, of the 269 standing118, or 43.9 percent
Remaining, over 39 months287
Required rate7.4 in-scope first contacts a month
Rate actually being run, 118 in nine months13.1 a month, or 1.8 times required

Sourcing pace is not the binding constraint and the team should be told so. Two things are, and neither improves with pace: 89 of the 118 companies met sit in the two segments the fund's two working channels reach, and with C3 refuted the requirement of 405 exceeds the 361 companies that exist.

Segment, ordered by companies unmetIn scopeMetCoverageUnmet
Technician workforce and credentialing4424.5%42
Preventive maintenance contracts38821.1%30
Fire and life safety inspection431841.9%25
Estimating and takeoff513160.8%20
Parts and inventory for trades1915.3%18
Field service dispatch and scheduling745878.4%16
Total26911843.9%151

Ordered by unmet count rather than by coverage, because a segment at 5.3 percent holding 19 companies is a smaller job than one at 21.1 percent holding 38. Two segments under 10 percent coverage hold 63 companies between them, 23.4 percent of the universe, and 3 have been met. That is a blind spot, not a judgment.

Thesis drift: deployed capital scored against the fund's own claimsInvestmentsCapital
Satisfies every claim34.3 million
Fails the stage claim, had already raised a Series A11.6 million
Fails the vertical claim, horizontal product11.2 million
Total deployed57.1 million
In-thesis share60.0% by count60.6% by capital

39.4 percent of deployed capital sits outside the stated thesis nine months in. Both rewrite conditions are therefore crossed: required coverage above 100 percent, and in-thesis capital below 70 percent. Neither is a decision the register makes.

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What is in the pack

01

Thesis Statement

Scope separated from claims, then four to eight claims each carrying a number, a measurement window, the observation that refutes it, and what it makes addressable in companies or dollars.

02

Market Participant Register

Every company in the category, then marked in or out of scope with the reason. Carries founded year, so the formation rate is computable, and wedge, so a refuted claim re-scopes the universe by filter rather than by project.

03

Thesis Evidence Tracker

One row per dated observation, never one per conclusion, with the measured value in the threshold's own unit and a column marking which observations can actually resolve it.

04

Market Analysis

Where every figure is computed. The counted universe, both conversion rates with the arithmetic shown to close, required coverage, coverage by segment, claim states, and the chain each refutation sets off.

05

Sourcing Implications

The monthly in-scope first-contact rate, the segment plan ordered by companies unmet, which channels reach which segments, and the screening standard each claim implies for a first call.

06

A claim without a threshold is a preference

The space rule. Three claim states rather than two, with at-threshold named separately because that is where a decision is still cheap. The same one-way reading of evidence governs a pipeline stage nobody has touched.

How it works

  1. 1

    Separate scope from claims

    Scope is who you will look at, and it needs no threshold. Claims are what you believe about that scope, and each one gets a number, a window and the observation that refutes it.

  2. 2

    Count the universe, do not sample it

    Add every company in the category first, then mark each in or out of scope with the reason. Read the formation rate off the founded-year column, then reconcile against standing count plus formation.

  3. 3

    Re-score your own funnel

    Your blended rate was earned under a broader mandate. Re-score the prior fund's record against the new scope to get the in-scope rate, which in the worked example is 5.93 percent against a quoted 1.03.

  4. 4

    Divide, then read the band

    Required investments over the in-scope rate, over the available universe. Under 40 percent means selection is the constraint, 40 to 90 means sourcing is, and above 100 means the fund is too large for it.

Frequently asked questions

Is a refutation threshold not just an invalidation line, which the good templates already have?

The line exists on some of them. What is missing is anything reading it. Here a refuted claim re-scopes the register, which changes the available universe, the supportable investment count, the average check and the ownership target. In the worked example that chain runs from one diligence finding to 1.7 points of ownership.

Where does the in-scope conversion rate come from if this is a first fund?

From angel or operator deal records, or from a stated assumption flagged as one. The reconciliation still works, it just returns a range instead of a number. Running it on the blended rate instead makes any narrow thesis look impossible, so read that version as a floor rather than an answer.

Why reconcile against a universe that includes companies which do not exist yet?

Because a four-year investment period sources from them. In the worked example the standing count is 269 and formation adds 188. Reconciling against 269 alone would report 150.6 percent required coverage and kill a thesis that is investable. Formation is read off the founded-year column, across complete years only.

What if required coverage comes back above 100 percent?

Then the thesis cannot support the fund at that size, and there are three levers. Widen the scope, which lowers the in-scope rate and has to be re-reconciled rather than assumed to help. Win more of what you already see. Or make fewer, larger investments, which is what the arithmetic already says.

Does this rank companies or tell me which ones to invest in?

No. It counts a universe, reconciles it against your fund model, and reports what has accumulated against each claim. The next-action column says source, monitor, interview or ignore on scope grounds only. Judging a specific company is what the memo is for, and the partnership decides.

How is thesis drift different from just reviewing the portfolio?

It scores deployed capital against the claims as written, one at a time, and reports the share by capital as well as by count. Those diverge whenever the off-thesis deals were larger. In the worked example 60.0 percent by count is 60.6 percent by capital. Ongoing reporting then tests the claims themselves.

Can I use the market map without writing the claims first?

You can build it, but it will not be a denominator. Scope is what decides which rows are in scope, so without written claims the register is a list of interesting companies rather than a count. That is the failure mode a stated screening criterion also exists to prevent.

Sources

  1. eCFR17 CFR 275.206(4)-1 — Investment adviser marketing (opens in a new tab)
  2. SECAppendix C Part 2 of Form ADV (opens in a new tab)

Written by

Chandler Supple

Co-founder & CEO, River

Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.

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Reviewed by

Brian Joseff, Co-founder, River

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Find out what coverage your thesis is quietly demanding

Send the draft thesis, whatever company lists you have, and your screening record with outcomes. The first pass counts the universe and divides your fund model into it.

Reconcile my thesis