The Premise: The Series B Gap is the most dangerous phase in the 2025 Indonesian venture ecosystem. Companies that raised $3M–$5M in 2021–2022 now face a market where the bar has moved from Growth to Efficiency. This guide is for founders navigating the valley of death—and the investors deciding whether to save them.
2024–2025 Reality Check: The Series B Gap
The Series B market in Indonesia is effectively frozen. Many growth-stage funds have either pulled back from SEA entirely or are reserving capital for existing portfolio companies. New Series B deals are rare—and when they happen, they come with terms that would have been unthinkable in 2021.
The math is brutal: Companies that raised at $50M–$100M valuations in 2021–2022 now face flat or down rounds. Investors who deployed at peak are underwater and hesitant to double down. The "Series B or bust" cohort is being forced into bridge rounds, acqui-hires, or quiet shutdowns.
What this means for you: If you're approaching Series B, your job is not to "raise a round." Your job is to survive—and position yourself as one of the few companies worth backing when capital returns. This playbook shows you how.
*Note: This guide is for companies with $1M–$5M ARR seeking $10M–$30M in Series B funding. If you're pre-revenue or sub-$500k ARR, you're not ready for Series B—focus on Series A or bridge financing first.
Executive Summary: The 2025 Series B
- /// The Check: $10M–$30M. Median is ~$15M. Rounds above $20M require exceptional metrics or strategic premium.
- /// The Valuation: 5x–8x ARR (down from 20x–50x in 2021). Expect $30M–$80M pre-money for most deals.
- /// The Bar: $2M+ ARR, positive unit economics (CM2+), clear path to profitability within 18–24 months.
- /// The Timeline: 6–12 months from first meeting to close. Many processes stall or die. Budget accordingly.
- /// The Survival Rate: In practice, many 2021–2022 Series A cohorts won't successfully reach Series B. Plan for alternatives.
01. The New Math: 2021 vs. 2025
The valuation multiples of 2021 are dead. Founders attempting to raise Series B using 2021 metrics (GMV, Registered Users, "Potential TAM") will fail. The market has shifted to Quality of Revenue.
| Metric | 2021 (The Bubble) | 2025 (The Reality) |
|---|---|---|
| Valuation Multiple | 20x–50x ARR | 5x–8x ARR |
| Primary KPI | GMV Growth (MoM) | CM2 / EBITDA Path |
| Runway Requirement | 12 months | 24–30 months |
| Burn Multiple | Ignored | <1.5x (ideally <1x) |
| Growth Expectation | 3x+ YoY | 50–100% YoY (efficient) |
| Due Diligence Depth | 2–4 weeks | 8–16 weeks (forensic) |
| Governance Check | Cursory | Deep (audited financials or third-party review) |
The Rule of 40 (Indonesia Adjusted)
Your Growth Rate (%) + EBITDA Margin (%) must equal 40 or higher. (For marketplaces/fintech, use CM2 margin as the proxy for EBITDA.)
The Metrics That Matter
| Metric | Definition | Series B Bar |
|---|---|---|
| ARR | Annual Recurring Revenue | $2M–$5M+ |
| Net Revenue Retention | Expansion minus churn from existing customers | >100% (ideally 110–120%) |
| Gross Margin | Revenue minus COGS | >50% (SaaS: >70%) |
| CM1 | Contribution Margin 1 (Gross Profit - Direct Costs) | Positive per transaction |
| CM2 | CM1 minus Sales & Marketing | Positive or near-positive |
| Burn Multiple | Net Burn ÷ Net New ARR | <1.5x (elite: <1x) |
| CAC Payback | Months to recover customer acquisition cost | <12 months (ideally <6) |
| LTV:CAC | Lifetime Value ÷ Customer Acquisition Cost | >3x (ideally >5x) |
02. Default Alive vs. Default Dead
Paul Graham's concept is critical here. Default Alive means you can reach profitability with your current cash balance, without raising another dollar. Default Dead means you will run out of money before you become profitable.
If you are Default Dead, you cannot raise a Series B from new investors. You must restructure immediately to become Default Alive—even if that means shrinking revenue by 50%.
The Default Alive Calculator
The "Zero-Based" Restructuring
Do not trim 10% of costs. That is death by a thousand cuts. You must rebuild your P&L from zero.
Stop subsidizing customers. If a user or cohort has a negative CM1, fire them. Your GMV will drop. This is good. Revenue quality matters more than revenue quantity. A $2M ARR business with 60% gross margin is worth more than a $5M ARR business with 10% gross margin.
Turn off paid acquisition entirely. If your product doesn't have organic retention or word-of-mouth in 2025, paid ads are just masking a lack of product-market fit. Let the business stabilize on organic demand before reintroducing marketing.
Rank every role by ROI. In the Series B Gap, you need "Doers" (Engineers, Account Executives, Customer Success), not "Managers" (VP of Strategy, Chief of Staff, Head of People). Layers must collapse. The CEO should have no more than 1 layer between them and individual contributors.
Office lease, cloud infrastructure, vendor contracts, even salaries. In survival mode, every dollar matters. Most vendors will negotiate rather than lose the account entirely. Move to smaller office, optimize AWS/GCP spend, defer payments where possible.
The Restructuring Playbook
- Week 1: Model the business at 50% of current revenue. What does the P&L look like? What's the minimum team?
- Week 2: Identify all unprofitable revenue streams and customers. Calculate the impact of cutting them.
- Week 3: Execute layoffs. Do it once, do it deep. Rolling layoffs destroy morale and culture.
- Week 4: Renegotiate all contracts. Sublease office space. Optimize infrastructure.
- Month 2–3: Stabilize operations. Prove the new model works. Build confidence.
- Month 4+: Begin Series B conversations from a position of strength (Default Alive).
03. The Investor Landscape: Who's Still Writing Checks?
The Series B investor pool in Indonesia has shrunk dramatically. Global growth funds (Tiger, SoftBank Vision Fund, Coatue) have largely exited SEA. Regional funds are defensive. Here's who's still active—and what they want.
Tier 1: Regional Growth Funds (Still Active)
| Firm | Check Size | Focus | Notes |
|---|---|---|---|
| AC Ventures | $2M–$5M initial (up to $30M follow-on) | Fintech, Climate, MSME, Health Tech | Large multi-fund platform. Shifted to Series A sweet spot. Wants CM2+ path. |
| East Ventures (Growth Fund) | ~$10M average | Consumer, SME, Fintech | Series B sweet spot. Strong follow-on for EV portfolio. Large multi-fund platform. |
| Alpha JWC | $5M–$15M | Consumer, Healthcare, F&B | Meaningful AUM. Can lead or co-lead Series B. Deep consumer expertise. |
| Northstar Group | $10M–$50M | Tech, Consumer, Financial Services | PE-style. In 2025, press reports suggested changes involving Ares and parts of the platform; mandate and deployment pace may evolve—confirm current activity. |
| Openspace Ventures | $5M–$25M | B2B, Enterprise, Fintech | Singapore-based, SEA focus. Selective but active. |
Tier 2: Strategic & Corporate Investors
| Firm | Check Size | Strategic Value | Watch Out |
|---|---|---|---|
| Telkomsel Ventures | $5M–$20M | Telco distribution, data partnerships | Slow process, may want exclusivity. |
| Mandiri Capital | $5M–$15M | Banking integration, SME access | State-linked, extra governance scrutiny. |
| Astra (Various Arms) | $10M–$30M | Automotive, logistics, distribution | May want board seat, strategic alignment. |
| Sinar Mas Digital Ventures | $5M–$15M | Real estate, financial services | Conglomerate synergies possible. |
Tier 3: International Funds (Selective)
Global growth funds (Insight, General Atlantic, Warburg Pincus) are still active in SEA but highly selective. They typically want:
- $5M+ ARR with clear path to $20M+
- Category leadership in Indonesia or SEA
- US-comparable unit economics (not "adjusted for Indonesia")
- Strong governance and audited financials
- Exit path visibility (IPO realistic within 3–5 years, or clear strategic acquirer)
If you don't meet these criteria, focus on regional investors first. Global funds are not your path.
04. The Internal Bridge (Insider Round)
External Series B investors will rarely lead a round if your existing investors aren't willing to support. The most common survival mechanism in 2025 is the Insider Bridge—a round led by your existing cap table to extend runway while you improve metrics.
Why Insiders First?
New investors always ask: "Are your existing investors participating?" If the answer is no, the deal is dead. Insider participation signals confidence.
Insiders already know the business. They can move in 2–4 weeks vs. 4–6 months for new investors. When runway is tight, speed matters.
Insiders are often willing to do flat or modest down rounds to protect their existing investment. New investors will demand harsher terms.
Your existing investors are already in the boat. They have incentive to help you succeed, not to extract maximum value from your distress.
Structuring the Bridge
The "Clean" Bridge
- Convertible Note or SAFE structure
- 15–20% discount to next qualified round
- Valuation cap flat to last round (no down round yet)
- 12–18 month maturity
- Goal: Buy time without triggering down-round optics
Best for: Companies with 12–18 months runway who need 6–9 months more to hit Series B metrics.
The "Dirty" Bridge (Pay-to-Play)
- Priced round at significant discount (30–50% down)
- Super pro-rata: Investors must invest or get diluted
- Pull-up Mechanism: Non-participants convert to common stock (lose preferences)
- Founder shares may be subject to new vesting
- Goal: Force commitment, flush out uncommitted investors
Best for: Companies with <6 months runway and investors who are hesitating.
Warning: If your existing investors won't bridge you, it's a very bad signal. Either (a) they've lost confidence in the business, (b) they're out of capital, or (c) the relationship is broken. Address the root cause before approaching new investors.
05. The Series B Pitch: What's Different
A Series B pitch is not a bigger Series A pitch. The audience is different (growth investors, not seed/early-stage), the questions are different (unit economics, not vision), and the bar is different (prove it, don't promise it).
The Series B Deck Structure
-
1.
The Business Today — What you do, who you serve, current scale (ARR, customers, team size).
-
2.
The Journey — Key milestones since Series A. What worked, what didn't, what you learned.
-
3.
Unit Economics Deep Dive — CM1, CM2, CAC, LTV, payback period. By cohort if possible.
-
4.
The Path to Profitability — When do you break even? What needs to be true? How much capital required?
-
5.
Market Position — Competitive landscape, your moat, why you win.
-
6.
The Team — Key hires since Series A, org structure, gaps you're filling.
-
7.
The Ask — Round size, use of funds (specific), key milestones for next 18–24 months.
-
8.
The Exit — How do investors make money? IPO path, strategic acquirers, comparable exits.
Questions You Must Be Ready For
"Walk me through your unit economics by cohort."
You need granular data. Monthly cohorts, CAC by channel, LTV by segment, retention curves.
"Why haven't you reached profitability yet?"
The answer should be "strategic investment in X" not "we're still figuring out the model."
"What would you do if you couldn't raise this round?"
Show you've thought about it. Default Alive plan should be ready.
"Why are you worth [X] valuation?"
Comp analysis ready. Show comparable companies, their multiples, why you deserve similar or better.
"What happened to the money from Series A?"
Be honest. If you burned it on paid acquisition that didn't work, say so. Investors respect learning.
06. Due Diligence: The Forensic Era
Series B due diligence in 2025 is forensic. Following high-profile governance failures in the Indonesian ecosystem, investors are conducting deeper checks than ever before. Expect 8–16 weeks of DD, not 2–4.
What They Will Check
Financial
- Audited financials (or independent third-party review)
- Revenue recognition policies
- Bank statements vs. reported revenue
- Related-party transactions
- Cash controls and approval workflows
- AR aging and collectability
Legal
- Corporate structure (HoldCo/OpCo)
- Cap table accuracy
- IP ownership and assignments
- Employment contracts (PKWT/PKWTT)
- Customer contracts (terms, churn rights)
- Regulatory licenses and compliance
Commercial
- Customer reference calls (5–10 customers)
- Churn analysis by cohort
- Pipeline quality and conversion rates
- Competitor positioning
- Pricing power and elasticity
Team & Governance
- Background checks on founders/executives
- Org chart and key person risk
- Board composition and dynamics
- Founder vesting status
- Employee turnover and Glassdoor reviews
The Data Room Checklist (Series B)
- Audited financials (last 2 years) — or independent third-party review
- Monthly P&L and balance sheet
- Cash flow statement and forecast
- Revenue by customer, product, geography
- Cohort analysis (retention, LTV, CAC)
- Cap table (Carta or equivalent)
- All prior investment documents
- Board minutes (all meetings)
- Material contracts (top 10 customers)
- Employment agreements (key employees)
- IP assignments and registrations
- Regulatory licenses and permits
- Insurance policies
- Litigation disclosure (if any)
07. Term Sheet Negotiation: The 2025 Reality
Series B term sheets in 2025 are more investor-friendly than they were in 2021. Founders have less leverage. Understanding the key terms—and what to fight for—is critical.
| Term | 2021 Standard | 2025 Standard | Founder Position |
|---|---|---|---|
| Liquidation Preference | 1x Non-Participating | 1x–1.5x Non-Participating | Fight for 1x. 1.5x is painful but acceptable. |
| Anti-Dilution | Broad-Based Weighted Average | Broad-Based Weighted Average | Standard. Reject full ratchet. |
| Board Composition | 2 Founders, 1 Investor, 1 Independent | 2 Founders, 2 Investors, 1 Independent | Maintain founder control or true independence. |
| Protective Provisions | Standard (major decisions) | Expanded (more oversight) | Review each item. Push back on operational vetoes. |
| Founder Vesting | Existing vesting continues | May require re-vesting | Negotiate for credit for time served. |
| Option Pool | 10% refresh | 10–15% refresh (pre-money) | Calculate actual need. Don't accept arbitrary pool. |
Red Line Terms (Walk Away): Full ratchet anti-dilution, participating preferred with no cap, cumulative dividends, founder vesting restart from zero, board control by investors, right to force sale below preference.
08. Alternative Liquidity: Venture Debt & M&A
If equity markets are closed or terms are unacceptable, you have two remaining options. Both require careful execution.
Option A Venture Debt
Active providers (SEA, incl. Indonesia exposure): Genesis Alternative Ventures, InnoVen Capital, EvolutionX (DBS + Temasek), plus bank-led facilities for larger, asset-backed profiles.
When It Works
- You have clear path to profitability
- You need 6–12 months more runway
- Your equity investors will co-sign
- You have assets or receivables as collateral
When It's Dangerous
- You're still burning cash with no clear path
- You're using debt to avoid hard decisions
- You can't service the interest payments
- Covenants will restrict your flexibility
Indicative Terms: 8–12% interest, 12–36 month term, 1–2% warrant coverage, personal guarantees may be requested. Actual terms vary significantly by company profile and collateral.
Option B The Soft Landing (M&A)
Potential Acquirers: GoTo, regional conglomerates (Astra, Emtek, Sinar Mas), vertical players consolidating, global competitors entering SEA.
Start Early
M&A takes 6–9 months minimum. If you have 6 months of cash and no Series B term sheet, start conversations now.
Understand Your Value
Technology, team, customer base, market position. What does the acquirer actually want? Price accordingly.
Negotiate for Your Team
Retention packages, role clarity, earnouts tied to achievable milestones. Protect your people.
There Is No Shame
A "talent and tech" acquisition is not failure. It's a responsible outcome that returns capital to investors and provides landing for employees.
09. The Communication Game
How you communicate during this period—with your team, your investors, and the market—will determine your ability to survive.
With Your Team
- Be honest about runway
- Share the plan (Default Alive)
- If layoffs are needed, do it once
- Over-communicate during uncertainty
- Protect key people with retention
With Your Investors
- Monthly updates, no matter what
- No surprises—bad news early
- Present solutions, not just problems
- Ask for help explicitly
- Keep them informed on fundraise
With the Market
- Control the narrative
- Don't announce layoffs publicly unless required
- Keep customer confidence high
- Maintain relationships with potential acquirers
- Jakarta is a small town—act accordingly
10. The Decision Tree
Use this framework to guide your next move.
If you are Default Alive + Strong Metrics:
→ Run a full Series B process. You have leverage. Be selective on terms.
If you are Default Dead + Strong Metrics:
→ Insider bridge first to extend runway. Then run Series B process from stronger position.
If you are Default Alive + Weak Metrics:
→ Focus on improving metrics. You have time. Don't raise at bad terms just because you can.
If you are Default Dead + Weak Metrics:
→ Restructure immediately. Cut to Default Alive. Then explore bridge, venture debt, or M&A.
Final Operator Note
"The companies that survive the 2025 gap will be the category kings of 2030. This is a filtering event. The tourists leave. The operators remain. Resilience is the ultimate competitive advantage."
Stay alive. Build something real. The market will return—and you want to be standing when it does.