From friends and family rounds to how to navigate a seed round, here's what you need to know about raising money in Texas. Getty Images

In the vast majority of startups we've worked with across Texas, their "seed round" is not the first money in the door. That money is often called a "Friends & Family Round" and it's usually from people so close to the entrepreneurs that they are willing to take a gamble before there is really even much "there" to invest in. It also might include bootstrap funds put in by the entrepreneurs themselves.

After an F&F Round, Texas startups will pursue a "seed round," which generally includes some angel investors in the local and broader ecosystem. A problem we occasionally run into is that Texas entrepreneurs, including those in Houston, will get bad advice on what the right structures are for this kind of deal; either because they are reading a blog post from Silicon Valley (where things work VERY differently) or they're talking to someone marketing themselves as an "adviser" when their advice doesn't have much substantive deal experience backing it.

If your seed round is under $1 million, you will most likely structure it as a convertible note with a valuation cap and a 2 to 3 year maturity. Convertible notes are extremely slimmed down investment instruments that angel investors across Texas will be very familiar with. Usually, the "deal" in a convertible note round is that investors will get minimal up-front rights, in order to streamline early decision-making and keep legal costs down for negotiation, but they will get back-end protections like debt treatment if the company goes south. They will also almost always get a valuation cap and/or a discount on the price that future VCs pay, as recognition for the extra risk the seed investors are taking relative to later investors.

Once seed rounds get above $1 million, a more robust equity (stock) based investment structure starts to make more sense. There are two types of equity rounds, broadly speaking: seed equity and full VC-style equity. The latter involves a large set of heavily negotiated documents with robust investor protections, and is the structure most often utilized for a Series A (after seed). The former (seed equity) is a slimmed down version of full VC docs designed to give investors some rights, but keep negotiation costs (including legal fees) within a range that's reasonable for the smaller amount of money being raised. Investors vary as to whether they will accept simpler seed equity docs, or require you to give them full VC-style protections.

Given the diversity of investor expectations and contexts you're likely to run into in structuring a seed round, and the very high-stakes (and permanent) implications of the contracts you're going to sign, it's extremely important that advisers you work with have specialized experience in these kinds of deals.

In the case of lawyers specifically, it's also extremely important that they not have conflicts of interest with the investors you are raising money from. We too often see clever investors nudge entrepreneurs toward utilizing the investor's preferred law firm. Anyone with an ounce of honesty and experience can see why that's a problem.

Make sure you understand the high-level concepts and structures that are within the norms of your startup ecosystem, and then work with experienced, trustworthy advisors to translate everything into a deal that makes sense for your company's unique context.

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Jose Ancer is an emerging companies partner at Egan Nelson LLP. He also writes for Silicon Hills Lawyer, an internationally recognized startup/vc law blog focused on entrepreneurs located outside of Silicon Valley, including Texas.

You need a specialized lawyer for your startup — but that's easier said than done in Houston, according to this expert. Getty Images

Lawyers specializing in startups are hard to comeby in Houston — but here's what you need to know

Guest column

One of the worst, and most expensive, mistakes that we see startup founders make in the very early days of their company is not realizing that hiring lawyers is a lot like hiring doctors: when the stakes are high, you need a highly experienced specialist.

Law has numerous specialties and sub-specialties, and hiring legal counsel with the wrong specialty can mean paying to reinvent the wheel, or simply getting advice that is out of sync with the norms of your industry and the expectations of your seasoned investors.

This challenge can be particularly acute for founders of startups located in Houston. The legal market in any particular city tends to mirror the dominant industries of that city. Houston has some of the world's most prominent energy and healthcare lawyers, for reasons that should be obvious to anyone who knows anything about Houston's economy.

Startup lawyers, or more formally —corporate/securities lawyers who are sub-specialized in "emerging companies" — are a different story entirely. Given the nascent status of Houston's startup ecosystem, finding local lawyers who work with emerging technology companies and early-stage funding day in and day out, and know all the norms and nuances, is a challenge.

Very often we see founders get referred to a local lawyer who is a broad generalist that dabbles lightly in many practice areas. Their lack of depth in startup or venture capital work usually leads to clients paying for things that a more specialized lawyer, with a deeper set of precedent forms and institutional knowledge, could simply pull off the shelf. In other cases, founders get referred to very expensive senior corporate lawyers from firms designed for billion-dollar public company representation; totally overkill (and overpriced) for an early-stage startup.

What the smartest Houston founders discover, if they do their homework, is that leveraging the broader "Texas ecosystem" can help not just with sourcing talent for their employee roster or finding venture capital, but with sourcing specialized legal talent as well. In the case of Startup Lawyers, Austin's venture capital and startup ecosystem has produced numerous highly specialized lawyers whose depth of startup/vc experience easily compares with lawyers found in Silicon Valley, but who also regularly interact with investors in the Houston market; and therefore know their expectations. In the case of our firm, Egan Nelson (E/N), a significant number of our clients are located in Houston, Dallas, San Antonio, and other markets in the general regional area.

Historically, businesspeople have assumed that if they really want top-tier, highly specialized counsel, they had to find that counsel at large, multi-national law firms. That is no longer the case. The broader Texas ecosystem has produced a thriving group of specialized, high-end "boutique" law firms that are recruiting top-tier lawyers away from the traditional mega-firms, and leveraging technology to deliver "leaner" legal counsel; saving hundreds of dollars per hour for entrepreneurs.

It is not uncommon for us to see Houston startups utilizing an emerging companies corporate lawyer in Austin, a regulatory specialist lawyer in Houston, and a tax lawyer in Dallas; all from different firms. This is the future for how emerging companies will source their legal talent, without the constraints of geography or old-fashioned "all in one" law firm structures.

This trend really isn't that new. VCs from Austin and other Texas cities (and the coasts) have regularly been visiting Houston to fund companies, and Houston companies have regularly leveraged contacts in other markets to source specialized resources for their companies. The same dynamics have extended to finding legal counsel. "Localism," and an over-preoccupation with hiring everyone in the same city, isn't really just last year, it's more like last century. There is nothing about legal services for startups that requires any of your lawyers to be within your same city. Videoconferencing works great.

The growth of the Texas ecosystem, and the emergence of specialized boutique law firms, mean that Houston entrepreneurs have far more options to choose from for sourcing specialized legal counsel. Leverage those options to avoid engaging lawyers who are insufficiently experienced, or overkill, for the needs of your company. For more resources on finding and assessing the right lawyers for your Houston startup, see Startup Lawyers, Explained.

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Jose Ancer is an Emerging Companies Partner at Egan Nelson LLP. He also writes for Silicon Hills Lawyer, an internationally recognized startup/vc law blog focused on entrepreneurs located outside of Silicon Valley, including Texas.

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Houston-based autonomous trucking tech co. raises $20M

fresh funding

A Houston-based autonomous vehicle technology company has raised early funding.

Bot Auto has announced the completion of its pre-series A funding round which was oversubscribed and raised $20 million. The round was led by investments from Brightway Future Capital, Cherubic Ventures, EnvisionX Capital, First Star Ventures, Linear Capital, M31 Capital, Taihill Venture, Uphonest Capital, and Welight Capital.

“As true believers in autonomous trucking, we're thankful for our investors' shared vision,” Xiaodi Hou, founder and CEO of Bot Auto, says in a news release. “Our strong commitment, combined with recent AI advancements and a sharpened focus on operational efficiency, has created a clear path to commercialization.”

The funds raised will be focused on developing the technology and will opt to avoid unnecessary hiring ahead of operational maturity, scaling the operational footprint prior to product readiness, over expansion and partnership debt. The company aims for a more sustainable and efficient future, and is hoping its engineers and AV executives help Bot Auto become an autonomous trucking game changer.

The Investment is expected to help expand Bot Auto's tech development in autonomous trucking that will focus on safety and operation efficiency.

“Our prospects for success have never been more promising,” Hou adds. “ We march forward, committed to bringing this transformative technology to humanity for a brighter future.”

Bot Auto’s vision aligns with the pioneering spirit of Houston’s legacy in space exploration, striving to achieve remarkable feats in technology and transportation. The company is dedicated to leveraging this investment to make significant strides in the US autonomous trucking industry, ultimately contributing to a more sustainable and efficient future.

Profile: Houston founder helps create a new way of making clean electricity

leading energy

When Cindy Taff was a vice president at the giant oil and gas company Shell in Houston, her middle schooler Brianna would sometimes look over her shoulder as she worked from home.

“Why are you still working in oil and gas?” her daughter asked more than once. “Is there a future in it? Why aren’t you moving into something clean?”

The words weighed on Taff.

“As a parent you want to give direction, and was I giving her the right direction?” she recalled.

At Shell, Taff was in charge of drilling wells and bringing them into production. She worked on oil and natural gas that's called unconventional in the industry, because the oil or natural gas is difficult to get out of the ground — it doesn't naturally gush out like in movies. It's a term often used for oily shale rock. Taff was somewhat unconventional for the industry, too. Her coworkers used to tease her for driving an efficient hybrid.

“You’re not helping oil and gas prices by driving a Prius," they'd say.

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EDITOR’S NOTE: This is part of an occasional series of personal stories from the energy transition — the change away from a fossil-fuel based world that largely causes climate change.

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Taff wanted Shell to pursue the energy that comes from the Earth's natural heat — geothermal. Her team looked into it, but Shell never greenlit any of those projects, saying it would take too much time to recoup the investment.

When Brianna went to college, she was passionate about energy too, but she wanted to work on renewables. After her sophomore year, in the summer of 2020, she got an internship at a geothermal company — one that in fact had just been launched by Taff's former colleagues at Shell — Sage Geosystems in Houston.

Now it was Taff looking over her daughter's shoulder and asking question as she worked from home during the pandemic.

And Sage executives were talking to Brianna, too. “We could use your mom here," they said. "Can you get her to come work for us?” Brianna recalled recently.

That's how Cindy Taff left her 36-year career at Shell to become chief operating officer at Sage.

“I didn't understand why Shell wasn't pursuing it,” she said about applying the company's drilling expertise to heat energy. "Then I got this great opportunity to pivot from oil and gas and work with these guys that I have the utmost respect for. And also, I wanted to make my daughter proud, quite frankly.”

Brianna Byrd, now 24, is the operations engineer and spokesperson at the company. She's glad her mother, now CEO, left oil and gas.

“Of course I’m biased, she’s my mom, but I don’t think Sage would be where it is without her,” she said.

The United States is a world leader in electricity made from geothermal energy, but this kind of electricity still accounts for less than half a percent of the nation’s total large-scale generation, according to the U.S. Energy Information Administration. In 2023, most geothermal electricity came from California, Nevada, Utah, Hawaii, Oregon, Idaho and New Mexico, where there are reservoirs of steam, or very hot water, close to the surface.

The Energy Department estimates this next generation of geothermal projects, like what Sage is doing, could provide some 90 gigawatts by 2050 — enough to power 65 million homes or more. That hinges on private investment, and on companies like Sage introducing this form of energy to regions where, until now, it’s been thought to be impossible.

How it works

Sage has two main technologies: The first makes electricity out of heat. The company drills wells and fractures hot, dry rock. Then electric pumps push water into those fractures, heating it up, and the hot water gets jettisoned to the surface where it spins a turbine.

But a funny thing happened during testing in Starr County, Texas. In late 2021, the team realized much of their technology could also be used to store energy.

If that works, it could be a big deal. Currently, to store energy at large scale, the United States is adding batteries, mostly lithium-ion type, to solar and wind projects, so they can charge up and send electricity back to the electric grid when the sun is not shining or the wind is not blowing. These batteries typically supply four hours maximum power.

Sage envisions some of its technology placed at solar and wind farms, too. When electricity demand is low, they'll use extra energy from a solar or wind farm to run electric pumps, pumping water into the underground fractures, leaving it there until demand for electricity increases — storing the energy beneath the Earth's surface for hours, days or even weeks.

It's a novel way to use the technology, said Silviu Livescu, lead author on a report looking at the future of geothermal in Texas. Livescu knows Taff and has followed the company's progress.

“It’s the right moment for companies like Sage with a purpose, with a mission and with the technology to show that geothermal indeed is the energy source we need to address climate change,” said Livescu, who co-founded a different geothermal startup in Austin, Texas.

These days, Taff is often out in front, talking with politicians and policymakers about the potential of geothermal. She attended the United Nations COP28 climate talks last year to share her vision for this kind of energy.

Sage has raised $30 million so far and is growing.

It's building a small (3-megawatt), geothermal energy storage system at San Miguel Electric Cooperative, Inc., south of San Antonio this year. It's working with U.S. military facilities in Texas that see geothermal as a way to power their bases securely. Sage recently announced partnerships for heating communities in Bucharest, Romania; clean electricity from geothermal for Meta's data centers, and energy storage and geothermal projects in California.

The company is final-testing a proprietary turbine to more efficiently convert heat to electricity.

Because of her oil and gas background, Taff said she knows geothermal will only be adopted widely if the cost comes down. The mantra at Sage is: It's going to be clean and it's going to be cheap. She's excited to be working in a field she feels is on the cusp of playing a big role in cleaning and stabilizing the electrical grid.

“I’ve never looked back,” she said. “I love what I’m doing and I think it’s going to be transformative.”

Houston bio-based materials founder rebrands, evolves future-focused sustainability startup

HOUSTON INNOVATORS PODCAST EPISODE 255

At first, Zimri T. Hinshaw just wanted to design a sustainable, vegan jacket inspired by bikers he saw in Tokyo. Now, he's running a bio-based materials company with two product lines and is ready to disrupt the fashion and automotive industries.

Hinshaw founded Rheom Materials (née Bucha Bio) in 2020, but a lot has changed since then. He moved the company from New York to Houston, built out a facility in Houston's East End Maker Hub, and rebranded to reflect the company's newest phase and extended product lines, deriving from dozens of different ingredients, including algae, seaweed, corn, other fruits and vegetables, and more.

"As a company, we pivoted our technology from growing kombucha sheets to grinding up bacteria nanocellulose from kombucha into our products and then we moved away from that entirely," Hinshaw says on the Houston Innovators Podcast. "Today, we're designing different materials that are more sustainable, and the inputs are varied."

Now, in addition to Rheom's leather-like alternative, Shorai, the company has a plastic-like material, Benree, that's 100 percent bio based.

"The scope of what we were doing — both on what raw materials we were using and what we were creating just kept expanding and growing," Hinshaw says.

With that major evolution past just kombucha-based textiles, it was time for a new name, ideated by the company's technical team. "Rheom" is the combination of "rheology" — the study of how polymers flow — and "form."

Rheom has also built a state-of-the-art chemicals testing lab at its new facility after moving into it early last year.

"We've got a ton of capabilities now — and we've been growing those since the beginning," Hinshaw says. "Now we have all this testing equipment — things that pull materials apart, things that test the flexibility of materials."

Next up, Rheom, which is backed by Houston-based New Climate Ventures, among other VCs, will raise a series A funding round to continue supporting its growth.