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Startup, VC, Legal & Tech Glossary

Startup, VC, Legal & Tech Glossary

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A plain-English dictionary of the terms founders, operators, investors, and builders throw around, from SAFEs and board consents to APIs, AI agents, RAG, and beyond.

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Startup Fundraising Dictionary

Startup Programs, Stages & Funding Rounds

13 terms

Incubator

An organization that supports very early startups with resources such as workspace, mentorship, business guidance, and founder community. Incubators are often less structured than accelerators and may help founders while they are still shaping the idea.

Example
A university program may help student founders access advisors, office space, and legal templates.

Pre-Accelerator

A program for early founders who are still validating an idea, testing customer demand, or preparing to apply to an accelerator.

Example
A founder with an idea but no MVP may join an early program to validate the problem and build an initial roadmap.

Accelerator

A fixed-term startup program that helps companies grow faster through mentorship, education, investor introductions, and structured milestones. Many accelerators end with a demo day or investor-facing presentation.

Example
Programs such as Y Combinator, Techstars, or 1752vc may help founders sharpen their pitch, access mentorship, and prepare for fundraising.

Bootstrapping

Building a company using personal savings, customer revenue, consulting income, or internal resources instead of outside funding.

Example
A founder funds product development through customer revenue before raising a pre-seed round.

Friends and Family Round

An early round raised from people in the founder's personal network, usually before professional investors are involved.

Example
A founder raises $75,000 from close contacts to build the first version of the product.

Pre-Seed Round

The earliest formal funding round, usually used to validate the idea, build an MVP, test demand, and form the founding team.

Example
A startup raises $500,000 pre-seed to build its first product and test demand with early users.

Angel Round

A financing round backed mainly by angel investors or angel groups, often before or alongside a pre-seed or seed round.

Example
A founder raises $300,000 from several angels before approaching seed-stage VC funds.

Seed Round

An early financing round used to support product development, hiring, customer acquisition, market validation, and early revenue growth.

Example
A startup raises $2 million in its first outside round to hire engineers and launch its product publicly.

Seed Extension

Additional funding raised after an initial seed round, often to give the company more time to hit Series A milestones.

Example
A company raises an additional $1 million on top of its earlier round to improve retention and grow revenue before Series A.

Series A

The first major institutional venture round, usually raised after a startup has meaningful traction, signs of product-market fit, or strong growth potential.

Example
A startup raises its first large institutional round to expand sales, hire leadership, and scale customer acquisition.

Bridge Round / Bridge Financing

Short-term funding used to extend runway until the next major financing round or milestone.

Example
A startup raises a bridge round to keep operating while it finalizes a seed or Series A round.

Up Round

A financing round completed at a higher valuation than the company's previous round.

Example
A startup that last raised at a $10 million valuation raises its next round at $30 million.

Down Round

A financing round completed at a lower valuation than the previous round. Down rounds can increase dilution and may trigger investor protections.

Example
A startup that raised at a $50 million valuation later raises at $30 million.

Investors & Capital Providers

11 terms

Angel Investor

An individual who invests personal money into early-stage startups, often before institutional VC funds participate. Angels are often former founders, operators, executives, or high-net-worth individuals.

Example
A former founder invests $25,000 into a startup's pre-seed round and helps with customer introductions.

Angel Group

A network of angel investors that reviews startup opportunities together. Members may invest individually, collectively, or through a shared vehicle.

Example
A startup pitches an organized network of individual investors and receives checks from several members.

Angel Fund

A pooled investment vehicle backed by angel investors that invests into startups as a fund.

Example
A pooled vehicle of individual investors writes a $150,000 check into a seed round.

Syndicate

A group of investors that participates in the same startup financing, often organized by a lead angel, fund, or platform.

Example
A lead angel gathers several smaller investors so they can join the same deal together.

Venture Capital, or VC

Capital provided by professional investment firms to startups with high growth potential, usually in exchange for equity or preferred shares.

Example
Firms and venture platforms such as Sequoia Capital, Andreessen Horowitz, Benchmark, Accel, and 1752vc support startups with capital, networks, and fundraising guidance.

Venture Capitalist

A professional investor who works at a VC firm and evaluates startups, negotiates investments, and supports portfolio companies.

Example
A VC may review your pitch deck, speak with customers, evaluate your market, and decide whether to invest.

Lead Investor

The investor who helps set the terms of a round and often contributes a meaningful portion of the financing.

Example
In a seed or Series A round, the investor setting the terms may negotiate the valuation, issue the term sheet, and help bring in others.

Co-Investor

An investor who joins a round alongside the lead investor, usually on the same or similar terms.

Example
A seed fund leads the round while two smaller funds join alongside on the same terms.

Strategic Investor

An investor that may provide strategic value beyond capital, such as industry expertise, partnerships, distribution, or customer access.

Example
A healthcare company may invest in a healthtech startup that aligns with its market.

Family Office

A private investment group that manages capital for a wealthy individual or family. Some family offices invest directly in startups.

Example
A private firm managing one wealthy family's money invests $250,000 into a startup alongside angels and VC funds.

Accredited Investor

An investor who meets certain financial, professional, or regulatory qualifications that allow them to participate in certain private securities offerings.

Example
Many early-stage startup rounds are limited to individuals who meet the SEC's wealth or income thresholds.

Fundraising Materials & Investor Process

15 terms

Pitch Deck

A short presentation that explains the startup's problem, solution, market, product, traction, business model, team, and fundraising ask.

Example
A founder sends a 12-slide presentation before scheduling an investor meeting.

One-Pager / Teaser

A brief summary of the business, usually one page, used to quickly introduce the company to investors.

Example
A founder sends a one-pager before sharing the full pitch deck.

Executive Summary

A written overview of the company, including the opportunity, product, market, traction, team, and financing plan.

Example
An investor may review the one-page overview before asking for a meeting.

Financial Model

A spreadsheet that forecasts revenue, expenses, hiring, cash flow, and runway.

Example
A founder builds a model showing how a $1.5 million seed round supports 18 months of growth.

Data Room / Deal Room

A secure folder where founders organize fundraising and diligence materials for investors.

Example
A data room may include your pitch deck, financial model, cap table, incorporation documents, customer contracts, product metrics, and founder agreements.

Due Diligence

The review process investors conduct before investing. This may include evaluating the team, market, product, financials, legal documents, customer traction, risks, and cap table.

Example
An investor may ask for customer references, product metrics, incorporation documents, and your financial model.

Term Sheet

A document outlining the main terms of a proposed investment before final legal agreements are completed.

Example
The offer document may include valuation, investment amount, board rights, liquidation preference, and investor protections.

Closing

The point when investment documents are signed and the financing becomes official. Funds are usually transferred at or shortly after closing.

Example
After the seed round is finalized and signed, the startup receives the investor funds in its bank account.

Warm Introduction

An introduction to an investor made by someone the investor already knows or trusts.

Example
Another founder introduces you to a seed investor who funded their company.

Commitment

An investor's stated agreement to invest, usually becoming official only once documents are signed.

Example
An angel commits $50,000 to the round pending final paperwork.

Soft Circle

A non-binding indication that an investor is interested in participating in a round.

Example
A founder says $500,000 is soft-circled, meaning investors have expressed interest but have not fully closed.

Allocation

The portion of a round reserved for a specific investor.

Example
A founder gives one investor room for a $100,000 investment in an oversubscribed round.

Oversubscribed Round

A round where investor interest is greater than the amount the company planned to raise.

Example
A startup raising $1.5 million receives $3 million of investor interest.

No-Shop Clause

A term that restricts the company from seeking competing offers for a certain period after signing a term sheet.

Example
After signing a term sheet, a founder may agree not to shop the deal to other investors for 30 days.

Exploding Offer

An investment offer that expires quickly unless accepted.

Example
An investor gives a founder 48 hours to accept a term sheet.

Investment Structures & Financing Instruments

13 terms

Equity Financing

Raising money by selling ownership in the company.

Example
A startup sells 15% of the company to investors in exchange for $2 million.

Debt Financing

Raising money through borrowed capital that is expected to be repaid, usually with interest.

Example
A company uses a loan to finance inventory instead of selling equity.

Priced Round

A financing round where the company and investors agree on a specific valuation and price per share.

Example
A Series A typically sets a firm valuation, with investors purchasing preferred stock at a set share price.

Convertible Note

A debt instrument that can convert into equity in a future financing round, often with a valuation cap, discount, maturity date, and interest rate.

Example
An investor puts in $100,000 through a loan that turns into equity during the next priced round.

SAFE, or Simple Agreement for Future Equity

An early-stage financing agreement that gives an investor the right to receive equity in a future financing round.

Example
A founder raises $250,000 on a SAFE with a valuation cap before raising a priced seed round.

Valuation Cap

The maximum valuation used to calculate how a SAFE or convertible note converts into equity.

Example
A $5 million ceiling on the conversion price can give early investors a better deal if the next round is priced at $10 million.

Discount

A percentage reduction applied when a SAFE or convertible note converts into equity during a future priced round.

Example
A 20% price break lets the investor convert at a lower price than new investors in the next round.

MFN, or Most Favored Nation Clause

A provision that may allow an investor to receive better terms if the company later gives more favorable terms to another investor in a similar financing.

Example
An early SAFE investor with MFN rights may be able to adopt better terms from a later SAFE.

Maturity Date

The date when debt is due to be repaid if it has not converted or been extended.

Example
A convertible note may come due 18 months after it is signed.

Interest Rate

The rate at which debt accrues interest over time.

Example
A convertible note may accrue 6% annual interest until conversion or repayment.

Preferred Stock / Preferred Shares

A class of stock usually issued to investors in priced rounds. Preferred stock often includes rights not held by common shareholders, such as liquidation preference, conversion rights, protective provisions, or board rights.

Example
VC investors typically receive preferred stock in a priced round.

Common Stock

The basic class of company stock typically held by founders, employees, and advisors. Common stock usually sits behind preferred stock in payout priority.

Example
Founders usually receive the basic class of shares when the company is formed.

Warrant

A right to purchase company securities at a specific price during a defined period.

Example
A lender may receive the right to buy shares later at a fixed price.

Ownership, Valuation & Cap Table Terms

13 terms

Capitalization Table, or Cap Table

A record of the company's ownership structure, including founders, employees, investors, option pools, SAFEs, convertible notes, and shares.

Example
A founder reviews the cap table to understand how much ownership each investor will have after a new round.

Valuation

An estimate of what a company is worth. In fundraising, valuation is usually negotiated between founders and investors.

Example
A startup raising $2 million when it is priced at $8 million before the investment is worth $10 million after the money comes in.

Pre-Money Valuation

The company's value before the new investment is added.

Example
If investors put in $1 million when the company is valued at $4 million before their money, it is worth $5 million after.

Post-Money Valuation

The company's value after the new investment is included.

Example
A $3 million investment into a company worth $12 million after the money comes in means investors own 25% of it.

409A Valuation

An independent appraisal of the fair market value of a private company's common stock, commonly used to set the minimum strike price for employee stock options.

Example
A startup gets an independent appraisal of its common stock's fair market value before issuing options to employees.

Option Pool

A reserve of shares set aside for future employee, advisor, or consultant equity grants.

Example
Investors may ask the company to reserve 10% of its shares for future employees before closing a Series A.

Fully Diluted Ownership

Ownership calculated as if all options, warrants, SAFEs, convertible notes, and other equity rights have been exercised or converted.

Example
An investor may evaluate ownership on a fully diluted basis to understand the real impact of all outstanding equity rights.

Dilution

The reduction in an existing shareholder's ownership percentage when the company issues new shares.

Example
A founder who owns 60% before a financing may own 48% after new investors receive shares.

Price Per Share

The price investors pay for each share in a priced equity round.

Example
If the company's pre-money valuation is $10 million and there are 10 million shares outstanding, each share is worth $1.00 before adjustments.

Shares Outstanding

The total number of shares currently issued by the company. Depending on the context, people may discuss shares outstanding on an issued, outstanding, or fully diluted basis.

Example
A cap table may show common shares, preferred shares, and options separately.

Founder Equity

The ownership stake held by the company's founders.

Example
Two co-founders may initially divide ownership between themselves before creating an option pool or raising capital.

Pro-Rata Right

An investor's right to participate in future financing rounds to maintain their ownership percentage.

Example
If an investor owns 10% of the company, this right may allow them to invest more in the next round to keep that 10% ownership.

Pre-Emptive Right

A right allowing existing investors to buy new shares before outside investors, usually to help maintain ownership.

Example
An investor holding this protection may get the first opportunity to buy shares in a new financing.

Investor Rights & Term Sheet Protections

11 terms

Liquidation Preference

A right that gives preferred shareholders priority in receiving proceeds if the company is sold, liquidated, or wound down.

Example
An investor who put in $2 million with a 1x return priority generally gets up to $2 million back before common shareholders receive proceeds.

Anti-Dilution Protection

A provision that helps protect investors if the company later raises money at a lower valuation.

Example
If a startup raises at a lower price than before, earlier investors' conversion price may be adjusted downward to compensate them.

Weighted Average Anti-Dilution

A more moderate form of anti-dilution protection that considers both the lower share price and the number of new shares issued.

Example
A small down round may cause a smaller adjustment under weighted average protection than under full-ratchet protection.

Full-Ratchet Protection

A stronger anti-dilution mechanism that adjusts an investor's conversion price to match the lowest price at which new shares are issued.

Example
If an investor originally bought shares at $2.00 per share and the company later issues shares at $1.00, the harshest form of price adjustment resets the investor's price all the way to $1.00.

Right of First Refusal, or ROFR

A right that gives the company or existing investors the first opportunity to buy shares before they are sold to an outside buyer.

Example
If an employee wants to sell private shares, the company may have the right to buy them first.

Tag-Along Rights / Co-Sale Rights

Rights that allow minority shareholders to participate in a sale if a major shareholder sells their shares to a third party.

Example
If a founder sells a large block of shares, investors with tag-along rights may be able to sell some of their shares on the same terms.

Drag-Along Rights

Rights that allow certain shareholders to require other shareholders to support a company sale if approval thresholds are met.

Example
If the board and required shareholder groups approve an acquisition, smaller holders may be required to go along and support the deal.

Protective Provisions

Investor approval rights over major company actions, such as selling the company, issuing new shares, changing the charter, or taking on significant debt.

Example
Preferred investors may need to approve a sale of the company or a new financing.

Information Rights

Rights that allow investors to receive company updates, financial statements, budgets, or other reporting.

Example
A seed investor may receive quarterly updates from the company.

Board Seat

A formal position on the company's board of directors, often negotiated by significant investors.

Example
A lead Series A investor may request a formal position on the company's board of directors.

Board Observer

A person allowed to attend board meetings and receive board materials without having a formal vote.

Example
A smaller investor may negotiate observer rights instead of a full board seat.

Founder, Employee & Advisor Equity

8 terms

Stock Options

Rights that allow a person to buy company stock at a set price within a defined period. Stock options are commonly used to compensate employees and advisors.

Example
An early employee receives options to purchase 50,000 shares at a set exercise price.

Exercise Price / Strike Price

The price an option holder must pay to buy shares under a stock option.

Example
If an employee has options with a $0.50 strike price, they pay $0.50 per share to exercise.

Vesting

The process by which founders, employees, or advisors earn equity over time or after meeting milestones.

Example
An employee's options may vest monthly over four years with a one-year cliff.

Cliff

A period before any equity vests, commonly one year for employee options.

Example
With a one-year waiting period before any equity vests, an employee who leaves after six months may vest no options.

Restricted Stock

Shares granted subject to restrictions, such as vesting or company repurchase rights.

Example
A founder may receive actual shares upfront that the company can buy back until they vest over four years.

RSU, or Restricted Stock Unit

A promise to deliver shares or equivalent value in the future once vesting or other conditions are met. RSUs are more common at later-stage startups than at the earliest stages.

Example
A later-stage startup may grant RSUs instead of stock options.

Advisor Shares

Equity or options granted to an advisor in exchange for ongoing strategic help, introductions, or expertise.

Example
A startup grants an advisor 0.25% equity subject to vesting.

Advisory Board

A group of outside experts who provide advice, introductions, industry knowledge, or credibility without formal board authority.

Example
A cybersecurity startup gathers former security executives into an informal group of guides with no formal governance power.

Metrics Investors Expect Founders to Know

15 terms

Runway

The amount of time a company can operate before it runs out of cash, assuming current spending and revenue levels.

Example
If a startup has $1.2 million in cash and burns $100,000 per month, it can operate for about 12 more months.

Burn Rate

The rate at which a company spends cash, usually measured monthly.

Example
A startup spending $150,000 more than it earns each month is losing $150,000 of cash monthly.

Gross Burn

Total cash spent by the company each month before accounting for revenue.

Example
A startup with $300,000 in monthly expenses is spending $300,000 of cash each month before counting any revenue.

Net Burn

Cash spent each month after subtracting revenue or cash inflows.

Example
If a startup spends $300,000 and earns $100,000 in revenue, it loses $200,000 of cash that month.

ARR, or Annual Recurring Revenue

The annualized value of recurring subscription revenue.

Example
A SaaS company with $100,000 in monthly recurring revenue has $1.2 million ARR.

MRR, or Monthly Recurring Revenue

The amount of predictable recurring revenue generated each month.

Example
A subscription company with 500 customers paying $100 per month has $50,000 MRR.

CAC, or Customer Acquisition Cost

The cost to acquire a new customer, often including sales and marketing expenses.

Example
If a company spends $10,000 on marketing and acquires 100 customers, CAC is $100.

LTV, or Lifetime Value

The estimated revenue or gross profit a customer generates over their relationship with the company.

Example
A customer who pays $100 per month for 24 months has $2,400 in revenue LTV before costs.

Churn

The rate at which customers or revenue are lost over a period of time.

Example
If 5 out of 100 customers cancel in a month, the company is losing 5% of its customers monthly.

Retention

The percentage of customers or revenue a company keeps over time.

Example
When customers keep coming back month after month, investors see that the product delivers lasting value.

Traction

Evidence that a startup is gaining market interest, such as users, revenue, pilots, waitlists, engagement, or partnerships.

Example
A startup with rapid user growth and strong retention has the kind of momentum and proof investors want to see.

Product-Market Fit

A state where the product clearly satisfies a strong market need and customers actively use, buy, or recommend it.

Example
High retention, organic referrals, and strong demand may signal that the product genuinely satisfies what its market wants.

MVP, or Minimum Viable Product

A basic version of a product built to test the core value proposition with users.

Example
A founder launches a simple version of the product to learn whether customers will use or pay for it.

Pilot

A limited test of a product with a customer or group of customers before a broader launch.

Example
A B2B startup runs a paid trial with three enterprise customers before raising seed capital.

LOI, or Letter of Intent

A document showing a customer, partner, or investor's intent to move forward, usually subject to further negotiation or conditions.

Example
A potential customer signs an LOI saying they intend to pilot the product if certain features are completed.

Exits & Liquidity

7 terms

Liquidity Event

An event that allows shareholders to convert ownership into cash, such as an acquisition, IPO, tender offer, or secondary sale.

Example
An acquisition can create liquidity for founders, employees, and investors.

M&A, or Mergers and Acquisitions

Transactions where companies merge, buy, sell, or combine businesses, assets, teams, or control.

Example
A larger software company acquires a startup to add its technology and customers.

Acquisition

When one company buys another company.

Example
A large technology company acquires a startup for its product, team, customers, or intellectual property.

Acquihire

An acquisition primarily motivated by hiring the startup's team rather than acquiring its product or revenue.

Example
A large tech company buys a small AI startup mainly to bring its engineers in-house.

IPO, or Initial Public Offering

The first sale of a private company's shares to public market investors. This is usually only relevant once a company reaches significant scale.

Example
Companies such as Airbnb and Coinbase eventually moved from private startup financing to public-market ownership through IPOs.

Secondary Sale

A transaction where existing shareholders sell shares to a buyer before a full company exit.

Example
An early employee sells a portion of vested shares in a company-approved secondary transaction.

Tender Offer

A company-approved process where shareholders are invited to sell some of their shares at a specified price.

Example
A late-stage startup organizes a structured buyback event so employees can sell a portion of vested shares.
Disclaimer
Disclaimer: This is a starting point, not legal, tax, financial, investment, or professional advice. Use it to frame the conversation, then validate the assumptions with real data and qualified advisors before making decisions.