Knowledge Base

Venture Capital Glossary

Plain-English definitions for the terms, metrics, and jargon that define the venture capital world — from textbook fundamentals to internet-native VC culture.

262 terms defined·10 categories

A

ARR

Metrics

Annual Recurring Revenue — the annualized value of a company's recurring subscription revenue, the primary top-line metric for SaaS businesses.

ARR Multiple

Metrics

A valuation metric expressing a company's enterprise value as a multiple of its Annual Recurring Revenue — the primary valuation benchmark for high-growth SaaS businesses.

Accelerator

Fundraising

A fixed-term program that provides startups with mentorship, resources, and a small amount of capital in exchange for equity, culminating in a demo day.

Accredited Investor

Legal

An individual or entity that meets the SEC's financial thresholds to invest in private securities — typically a net worth over $1M or annual income over $200K.

Allocation

Fund Structure

The amount of capital an LP commits to a specific asset class or fund — e.g., a university endowment allocating 15% of its portfolio to venture capital.

Alternative Assets

Fund Structure

Investment categories outside traditional stocks and bonds — including venture capital, private equity, hedge funds, real estate, and commodities.

Anchor LP

Fund Structure

The first and typically largest limited partner in a new fund, whose commitment signals credibility and helps attract subsequent investors.

Angel Investor

Roles

A high-net-worth individual who invests their personal capital in early-stage startups, typically at the pre-seed or seed stage.

Angel Syndicate

Fundraising

A group of angel investors who pool capital to co-invest in deals together, typically organized through platforms like AngelList.

Anti-Dilution

Deal Terms

A contractual protection for investors that adjusts their share price downward if the company raises future capital at a lower valuation.

Asymmetric Returns

Strategy

The defining characteristic of venture investing: limited downside (lose the investment) with potentially unlimited upside (100x+ returns).

B

B Corporation

Legal

A for-profit company certified by B Lab for meeting rigorous social and environmental standards — relevant for impact-focused VC investments.

Backlog

Metrics

In SaaS, the total value of contracted but not yet recognized revenue — a leading indicator of future ARR growth.

Benchmark

Metrics

A performance standard used to evaluate a fund's returns — typically the median or top-quartile IRR among peer funds of the same vintage year.

Blind Pool

Fund Structure

A fund structure where LPs commit capital before knowing which specific investments will be made — the standard structure for most VC funds.

Blitzscaling

Strategy

A strategy of prioritizing rapid growth over efficiency to capture market dominance before competitors, at the cost of short-term profitability.

Board Observer

Legal

A non-voting participant in board meetings, typically a smaller investor, who can attend and speak but has no voting rights.

Board of Directors

Legal

The governing body of a corporation, responsible for major strategic decisions, hiring/firing the CEO, and representing shareholders.

Book Value

Metrics

The carrying value of a portfolio investment on a fund's books — usually the last round valuation or a write-down if performance has deteriorated.

Bootstrapping

Fundraising

Building a startup using only personal savings and revenue generated by the business — without external investment.

Bridge Round

Fundraising

A small fundraise between larger priced rounds, typically done via SAFE or convertible note to extend runway to a key milestone.

Bubble

Market

A market phase where asset valuations significantly exceed fundamental value, driven by speculation, excess capital, and narrative rather than earnings or cash flows.

Builder

Culture

A founder or operator actively creating products, companies, or communities — used in VC circles to describe people who make things rather than advise on them.

Burn Multiple

Metrics

Net burn divided by net new ARR — a measure of capital efficiency. A burn multiple below 1.5x is considered healthy for growth-stage SaaS companies.

Burn Rate

Metrics

The rate at which a company spends its cash reserves each month. Gross burn is total spend; net burn is spend minus revenue.

C

CAC

Metrics

Customer Acquisition Cost — the total sales and marketing spend required to acquire one new customer.

CAC Payback Period

Metrics

The number of months required to recover the cost of acquiring a customer from the gross profit that customer generates — a core measure of go-to-market efficiency.

Called Capital

Fund Structure

The portion of an LP's committed capital that the GP has actually drawn down through capital calls — as opposed to committed but not yet transferred capital.

Cap Table

Deal Terms

A spreadsheet showing the ownership stakes of all shareholders in a company — founders, investors, and employees with options.

Capital Call

Fund Structure

A request from a VC fund GP to LPs to transfer a portion of their committed capital for deployment into investments.

Capital Efficiency

Metrics

The measure of how effectively a startup converts invested capital into growth — lower burn for equivalent growth indicates higher capital efficiency.

Carried Interest

Fund Structure

The share of a fund's profits (typically 20%) that goes to the general partners as performance compensation, paid after returning all LP capital.

Catch-Up Provision

Fund Structure

A clause in a fund's waterfall allowing GPs to receive 100% of distributions until they've caught up to their target carry percentage after LPs receive their preferred return.

Category Creation

Strategy

A go-to-market strategy where a company positions itself as defining an entirely new market category rather than competing in an existing one.

Churn

Metrics

The rate at which customers cancel or fail to renew their subscriptions. High churn is a critical warning sign for SaaS businesses.

Clawback

Fund Structure

A provision requiring GPs to return previously distributed carry to LPs if the fund ultimately underperforms — protecting LPs from overpaying carry on early exits.

Cliff

Deal Terms

The minimum tenure required before any equity vests — typically 12 months, after which the cliff amount vests all at once.

Co-Investment

Fund Structure

Direct investment by an LP alongside a VC fund in a specific portfolio company — often offered as a perk to large LPs.

Cohort Analysis

Metrics

Tracking the behavior of a specific group of customers (cohort) acquired in the same period over time — the gold standard for measuring retention.

Committed Capital

Fund Structure

The total amount LPs have legally agreed to invest in a fund — distinct from called capital (money already transferred to the fund).

Common Stock

Deal Terms

The basic ownership shares in a company held by founders and employees — ranking behind preferred stock in liquidation and carrying fewer special rights.

Concentration Risk

Fund Structure

The risk of having too large a portion of a fund's capital in a single investment or sector, increasing vulnerability to that investment's failure.

Conversion Rights

Deal Terms

The right of preferred stockholders to convert their preferred shares into common stock, typically at a 1:1 ratio.

Convertible Note

Deal Terms

A short-term debt instrument that converts to equity at a future priced round, with an interest rate and maturity date.

Convertible Preferred Stock

Deal Terms

The standard equity instrument issued to VC investors — preferred stock that can be converted to common stock, typically at IPO or acquisition.

Corporate VC (CVC)

Fund Structure

A venture capital arm of a large corporation that invests in startups for strategic and financial returns — e.g., Google Ventures, Salesforce Ventures, Intel Capital.

Cram Down

Deal Terms

A highly dilutive financing round where new investors receive favorable terms that significantly dilute existing shareholders who don't participate.

D

DPI

Metrics

Distributions to Paid-In Capital — the ratio of cash returned to LPs versus capital invested. DPI above 1x means LPs have gotten their money back.

DPI Catch-Up

Fund Structure

The stage in fund distributions where GPs begin receiving carried interest after LPs have received back their full invested capital plus preferred return.

Data Room

Fundraising

A secure online repository where startups share sensitive business documents with potential investors during due diligence.

Dead Cat Bounce

Strategy

A temporary recovery in a declining company's performance or valuation before it continues downward — a false signal of recovery.

Deal Flow

Fund Structure

The pipeline of investment opportunities a VC firm sees — more and better-quality deal flow is a key competitive advantage for top firms.

Decacorn

Market

A private company valued at $10 billion or more — a step above unicorn status.

Default Alive

Metrics

A company that would reach profitability on its current trajectory before running out of cash — without needing to raise additional capital.

Default Dead

Culture

A company that will run out of cash before reaching profitability if it maintains its current trajectory — the opposite of default alive.

Demo Day

Fundraising

The culminating event of an accelerator program where startups pitch their companies to a room of investors.

Dilution

Deal Terms

The reduction in an existing shareholder's ownership percentage when a company issues new shares through fundraising or option grants.

Dilution Protection

Deal Terms

Contractual mechanisms that protect investors from having their ownership percentage reduced by future issuances — primarily anti-dilution provisions and pro-rata rights.

Discount Rate

Deal Terms

In SAFE/convertible note context: the percentage reduction applied to the next round's price to reward early investors. Typically 15-20%.

Distressed

Strategy

A portfolio company in financial difficulty — low runway, declining metrics, or inability to raise additional capital at acceptable terms.

Down Round

Deal Terms

A funding round where a startup raises capital at a lower valuation than its previous round, triggering dilution and anti-dilution provisions.

Drag Rights

Legal

Shorthand for drag-along rights — allowing majority shareholders to compel minority shareholders to vote in favor of a sale.

Drag-Along Rights

Legal

A provision allowing majority shareholders to force minority shareholders to vote in favor of an acquisition or other liquidity event.

Dry Powder

Fund Structure

Cash reserves that a VC fund has committed but not yet deployed — available for new investments or follow-on rounds.

Due Diligence

Fundraising

The investigative process a VC conducts before investing — reviewing financials, references, technology, legal documents, and market assumptions.

E

EBITDA

Metrics

Earnings Before Interest, Taxes, Depreciation, and Amortization — a proxy for operating cash flow and profitability, especially relevant for growth equity and PE deals.

EBITDA Multiple

Metrics

A valuation metric expressing a company's value as a multiple of its EBITDA — commonly used in growth equity and private equity but less in early-stage VC.

ESG

Strategy

Environmental, Social, and Governance — criteria used by impact investors to evaluate companies beyond purely financial metrics.

Early Stage

Fund Structure

The investment phase covering pre-seed through Series A, when companies are building their initial product and proving out their business model.

Emerging Manager

Roles

A first-time or early-vintage fund manager, typically raising Fund I or Fund II, often with differentiated strategy, diverse backgrounds, or access to underserved markets.

Enterprise Value

Metrics

The total value of a company including equity and net debt — a more complete measure of company value than market cap alone.

Entrepreneur in Residence (EIR)

Roles

An experienced founder or executive temporarily based at a VC firm to evaluate deals, support portfolio companies, and develop their next venture.

Equity

Deal Terms

Ownership in a company, represented as shares. In venture capital, equity is the primary mechanism through which investors participate in a company's upside.

Escrow

Legal

Funds held by a neutral third party in an acquisition to cover potential post-closing liabilities — sellers receive escrowed funds after a holdback period.

Exercise Price

Deal Terms

The price per share at which an option holder can purchase shares — same as strike price, set at fair market value on the grant date.

Exit

Fund Structure

A liquidity event that allows investors to realize returns on their investment — typically an IPO or acquisition.

Expansion Revenue

Metrics

Additional recurring revenue generated from existing customers through upsells, cross-sells, seat additions, or usage growth — a key driver of net revenue retention above 100%.

F

409A Valuation

Legal

An independent appraisal of a private company's fair market value of common stock, required by IRS rules to set the exercise price of employee stock options.

FOMO

Strategy

Fear of Missing Out — the psychological phenomenon in VC where investors rush to invest in hyped deals to avoid being left out of potentially large returns.

Fair Value

Metrics

The estimated market value of an investment, used by VC funds to mark portfolio companies on their books between financing events.

Family Office

Fund Structure

A private wealth management organization serving ultra-high-net-worth families — many family offices allocate to VC funds or invest directly in startups.

Financial Buyer

Exits

An acquirer — typically private equity — focused purely on investment returns rather than operational or strategic synergies with the acquired company.

Flywheel

Strategy

A self-reinforcing growth loop where each element of the business drives the next — the more the flywheel spins, the harder it becomes to stop.

Follow-On Investment

Fund Structure

Additional capital invested by an existing investor in a later funding round to maintain or increase their ownership stake.

Founder Friendly

Deal Terms

A deal structure or investor with minimal control provisions — founders retain more board seats, decision-making power, and downside protection than in traditional VC terms.

Founder Halo

Roles

The phenomenon where successful founders receive investment, media coverage, and credibility for new ventures based primarily on their previous success rather than the merits of the current idea.

Founder Mode

Culture

A management philosophy where founders stay deeply involved in operational decisions rather than delegating to professional managers — popularized by Paul Graham's 2024 essay.

Founder-Market Fit

Strategy

The degree to which a founder's background, expertise, and personal connection to a problem uniquely position them to solve it.

Free Cash Flow

Metrics

Cash generated by a business after accounting for capital expenditures — a measure of true financial health and the basis for many valuation models.

Full Ratchet

Deal Terms

The most aggressive anti-dilution provision — resets an investor's conversion price to match any lower future round price, regardless of how many shares are issued.

Fully Diluted

Deal Terms

The total number of shares outstanding assuming all options, warrants, and convertible securities have been exercised — representing true economic ownership.

Fully Participating Preferred

Deal Terms

Preferred stock that participates in both its liquidation preference AND the remaining proceeds after conversion — the most investor-favorable liquidation structure.

Fund Life

Fund Structure

The planned duration of a VC fund, typically 10 years — with an investment period of 3-5 years and a harvest period of 5-7 years.

Fund Returner

Strategy

A portfolio investment that by itself returns the fund's entire invested capital — typically requiring a 10-30x return depending on fund size and ownership.

Fund Size

Fund Structure

The total capital committed by LPs to a venture fund, which determines the fund's investment capacity and check size range.

Fund of Funds

Fund Structure

An investment vehicle that invests in a portfolio of VC funds rather than directly in companies, providing LP exposure to the VC asset class with diversification.

G

H

I

IPO

Fund Structure

Initial Public Offering — the process by which a private company sells shares to the public on a stock exchange for the first time.

IPO Window

Exits

Periods when public market conditions are favorable for technology IPOs — characterized by investor appetite, high valuations, and strong aftermarket performance.

IRR

Metrics

Internal Rate of Return — the annualized return on an investment, accounting for the timing of cash flows. Top-quartile VC funds target net IRRs above 20-25%.

Impact Investing

Strategy

Investing with the explicit intention of generating positive social or environmental impact alongside financial returns.

In-Kind Distribution

Fund Structure

Distribution of actual portfolio company shares to LPs (rather than cash) when a portfolio company goes public.

Incubator

Fundraising

An organization that supports very early-stage startups with resources, mentorship, and sometimes space — typically without a defined program end date, unlike accelerators.

Independent Director

Legal

A board member who is not affiliated with the company's investors or management, providing neutral perspective on governance decisions.

Information Rights

Legal

Contractual obligations requiring a startup to share financial statements and other operational data with investors on a regular basis.

Investment Memo

Fund Structure

A formal internal document written by a VC analyst or associate summarizing an investment thesis and recommendation for a potential portfolio company.

Investment Period

Fund Structure

The first phase of a fund's life (typically years 1-5) during which the GP actively deploys capital into new investments.

J

K

L

LP Advisory Committee (LPAC)

Fund Structure

A committee of selected LPs that reviews and approves potential conflicts of interest and other sensitive fund decisions.

LTV (Lifetime Value)

Metrics

The total revenue a business expects to earn from a customer over the entire duration of the relationship.

Late Stage

Fund Structure

Venture investments in mature, scaled companies — typically Series C and beyond — that have proven business models and are approaching IPO or acquisition.

Lead Investor

Fundraising

The investor that sets the terms for a funding round, invests the largest check, and often takes a board seat.

Letter of Intent (LOI)

Deal Terms

A preliminary agreement outlining the key terms of a proposed transaction — similar to a term sheet but more commonly used in M&A contexts.

Limited Partner (LP)

Roles

An investor in a venture fund who provides capital but has limited liability and no role in investment decisions.

Liquidation Event

Deal Terms

Any transaction that triggers distribution of proceeds to shareholders — including company sale, merger, or dissolution.

Liquidation Preference

Deal Terms

A provision ensuring investors receive their capital (or a multiple) back before other shareholders in a sale or liquidation.

Liquidity Event

Exits

Any transaction that allows shareholders — founders, employees, and investors — to convert equity in a private company into cash.

Lock-Up Period

Fund Structure

The post-IPO period (typically 180 days) during which insiders and pre-IPO investors are prohibited from selling their shares.

M

M&A

Fund Structure

Mergers and Acquisitions — the consolidation of companies through purchase, merger, or other corporate transactions. A primary exit path for VC-backed companies.

MOIC

Metrics

Multiple on Invested Capital — the gross return multiple on an investment: total value returned divided by capital invested.

MRR

Metrics

Monthly Recurring Revenue — the predictable monthly revenue from subscriptions. The foundational SaaS metric used to track growth momentum.

MVP

Strategy

Minimum Viable Product — the simplest version of a product that allows a team to collect validated learning about customers with the least effort.

Magic Number

Metrics

A SaaS efficiency metric measuring how much ARR growth is generated per dollar of sales and marketing spend — above 0.75 is generally considered efficient.

Management Fee

Fund Structure

The annual fee (typically 2% of committed capital) charged by a VC fund to cover operating expenses including salaries, rent, and travel.

Mark-to-Market

Metrics

Adjusting the carrying value of portfolio investments to reflect current market prices or estimated fair values.

Market Map

Strategy

A visual overview of a startup ecosystem or market segment — mapping companies by category, stage, geography, or other characteristics.

Mezzanine Financing

Fund Structure

Late-stage private financing that bridges a company toward an IPO, combining debt and equity characteristics with significant downside protection.

Micro-VC

Fund Structure

A venture fund typically under $100M focused on early-stage seed and pre-seed investments — often run by a solo GP or small team.

Milestone

Fundraising

A specific, measurable achievement that a startup must reach to unlock additional funding, demonstrate progress, or meet investor expectations.

Missionary Founder

Strategy

A founder motivated primarily by solving a specific problem rather than financial gain — considered more credible and resilient by many investors.

Momentum Investing

Strategy

An investment style that prioritizes investing in companies showing strong recent growth, regardless of valuation — the opposite of value investing.

N

O

P

Pari Passu

Deal Terms

Latin for 'equal step' — describes securities or investors treated equally, with no one having priority over others in the same class.

Party Round

Fundraising

A funding round with many small investors and no clear lead investor — often assembled quickly during hot markets, with minimal due diligence.

Pay-to-Play

Deal Terms

A provision requiring existing investors to participate in future down rounds or lose certain rights — typically conversion rights on preferred stock.

Payback Period

Metrics

The time required for a company to recover its Customer Acquisition Cost (CAC) from the gross margin generated by that customer.

Pipeline

Metrics

In sales: the total value of potential deals in progress. In VC fundraising: the pool of potential investors a startup is engaging.

Pitch Deck

Fundraising

A slide presentation used by founders to communicate their business to potential investors, typically 10-15 slides covering problem, solution, market, traction, and team.

Pivot

Strategy

A deliberate, strategic shift in a startup's product, market, business model, or core technology in response to evidence that the current direction isn't working.

Platform

Fund Structure

In VC: a team or set of services provided by a fund to its portfolio companies — talent, marketing, BD, technical resources beyond just capital.

Portfolio Company

Fund Structure

A startup that a VC fund has invested in and holds in its portfolio.

Portfolio Construction

Fund Structure

The strategy a VC fund uses to deploy capital across investments — balancing number of investments, stage, sector, check size, and reserve allocation.

Post-Money SAFE

Deal Terms

A SAFE where the valuation cap is calculated on a post-money basis, giving investors more predictable ownership percentages.

Post-Money Valuation

Deal Terms

A company's valuation immediately after a funding round closes, including the new capital raised.

Power Law

Strategy

The mathematical principle underlying VC returns: a small number of exceptional investments generate most of a fund's returns, while most investments return little or nothing.

Pre-Money Valuation

Deal Terms

A company's valuation before a funding round closes — the negotiated price of the company excluding the new capital being raised.

Pre-Seed

Fundraising

The earliest stage of startup funding — typically $250K-$2M raised before having a product or significant traction, often from angels and pre-seed funds.

Preferred Return

Fund Structure

The minimum annual return (typically 6-8%) LPs receive before the GP begins taking carried interest — also called a hurdle rate.

Preferred Stock

Deal Terms

The class of stock issued to venture investors, carrying special rights including liquidation preferences, anti-dilution protection, and governance provisions not available to common stockholders.

Priced Round

Deal Terms

A financing round that establishes a specific per-share price and valuation — as opposed to a convertible note or SAFE which convert at a future price.

Private Equity

Fund Structure

A broad category of investment in private companies — encompassing venture capital, growth equity, leveraged buyouts, and distressed investing.

Pro-Rata Rights

Deal Terms

The right of existing investors to maintain their ownership percentage in future funding rounds by investing their proportional share.

Product-Market Fit

Strategy

The stage where a startup's product strongly satisfies a genuine market need — characterized by organic growth, strong retention, and users who would be 'very disappointed' if the product disappeared.

Proforma Cap Table

Deal Terms

A projected capitalization table showing post-round ownership percentages after a proposed financing — used to model the dilution impact of a new investment.

Protective Provisions

Legal

Contractual veto rights held by preferred stockholders over major company decisions like raising capital, selling the company, or amending the charter.

Q

R

Ratchet

Deal Terms

An aggressive anti-dilution mechanism that resets an investor's conversion price to the lower of the original price or any subsequent lower price — also called full ratchet.

Realization

Fund Structure

The conversion of portfolio investment value into actual cash through an exit event — IPO, acquisition, or secondary sale.

Recapitalization

Deal Terms

A restructuring of a company's capital structure — changing the mix of equity and debt, or renegotiating existing equity terms.

Recycling

Fund Structure

A fund structure provision allowing GPs to reinvest early capital returns back into new portfolio investments rather than distributing them immediately to LPs.

Reference Check

Fundraising

Conversations with former colleagues, investors, and customers of a founder to verify their character, skills, and track record before investing.

Regulation D

Legal

The SEC safe harbor allowing companies to raise capital from accredited investors without registering the securities offering — the legal basis for most private financings.

Representations and Warranties

Legal

Statements of fact made by a seller in an M&A transaction that the buyer relies on — breaches can result in indemnification obligations.

Reserve Capital

Fund Structure

Funds set aside by a VC fund for follow-on investments in existing portfolio companies rather than new investments.

Revenue Multiple

Metrics

A valuation metric expressing company value as a multiple of revenue — used when EBITDA multiples aren't applicable because the company is pre-profit or early-stage.

Revenue-Based Financing

Fundraising

A non-dilutive funding structure where investors receive a percentage of monthly revenue until a predetermined multiple is repaid.

Right of First Refusal (ROFR)

Legal

A contractual right allowing a company (or existing investors) to purchase shares before a shareholder sells them to an outside party.

Risk-Adjusted Return

Metrics

Return on investment measured relative to the risk taken — a 3x return in venture capital represents a different risk-adjusted return than a 3x return in bonds.

Rolling Fund

Fund Structure

A continuously open venture fund structure where investors subscribe quarterly rather than committing the full amount upfront to a traditional 10-year closed-end fund.

Round

Fundraising

A discrete fundraising event where a company raises a specific amount of capital at a set valuation — named sequentially (Seed, Series A, B, C, etc.).

Rule of 40

Metrics

A benchmark for SaaS company health stating that a company's revenue growth rate plus its profit margin should equal or exceed 40%.

Runway

Metrics

The number of months a company can continue operating at its current burn rate before running out of cash.

S

SAFE

Deal Terms

Simple Agreement for Future Equity — a contract giving investors the right to receive equity in a future priced round, without debt mechanics.

SBIC

Fund Structure

Small Business Investment Company — an SBIC license allows VC funds to borrow government money (3:1 leverage) to invest in qualifying small businesses.

SPAC

Exits

Special Purpose Acquisition Company — a shell company that raises capital through a public offering specifically to acquire a private company, taking it public without a traditional IPO process.

SPV

Fund Structure

Special Purpose Vehicle — a single-purpose investment entity that allows a group of investors to co-invest in a specific deal through a unified cap table entry.

SaaS

Market

Software as a Service — cloud-delivered software accessed via subscription, generating recurring revenue. The dominant business model in modern enterprise software.

Scout Program

Roles

A program where VC firms give capital to trusted individuals — founders, operators, academics — to source and invest in early-stage deals on behalf of the fund.

Secondary Market

Fund Structure

The market for buying and selling existing private company shares or LP interests in VC funds — providing liquidity before traditional exit events.

Secondary Sale

Fund Structure

The sale of existing shares by founders, employees, or early investors to new investors without the company issuing new shares.

Seed Extension

Fundraising

An additional fundraise at the same terms as a previous seed round — used when a company needs more capital before being ready for a Series A.

Seed Round

Fundraising

The first meaningful institutional funding round for a startup, typically $500K-$5M, used to build an initial product and validate the business model.

Series A

Fundraising

The first significant priced venture round, typically $5-20M, raised once a startup has demonstrated initial product-market fit and a scalable business model.

Series B

Fundraising

A growth-stage venture round, typically $15-50M, raised to scale a business that has proven product-market fit and is ready to expand aggressively.

Series C

Fundraising

A later-stage venture round typically raised by companies with proven growth, used to scale aggressively, enter new markets, or position for an eventual IPO or large acquisition.

Shipping

Culture

Releasing product updates, features, or fixes to users — used in startup culture to signal execution velocity and bias toward action over planning.

Side Letter

Fund Structure

A supplemental agreement between a GP and specific LP modifying standard fund terms — granting MFN rights, co-investment rights, or fee discounts for that LP.

Signal vs. Noise

Strategy

The distinction between metrics and signals that reflect genuine business health versus vanity metrics that look impressive but don't predict outcomes.

Signaling

Strategy

The market signal sent by a VC's actions — most importantly, whether an existing investor participates (positive) or declines (negative) in a follow-on round.

Soft Circle

Fundraising

A verbal or informal commitment from an investor to participate in a round — not legally binding, but typically considered a moral commitment.

Solo GP

Roles

A venture capital firm run by a single general partner rather than a partnership of multiple GPs — increasingly common at the seed stage.

Startup Funding

Fundraising

Capital raised by early-stage companies from angels, venture funds, accelerators, or other investors to build products, hire teams, and grow revenue.

Stock Option

Deal Terms

The right to purchase company stock at a fixed price (strike price) in the future — the primary equity compensation tool for startup employees.

Strategic Acquisition

Exits

An acquisition by a company seeking operational synergy, market access, technology, or talent — as opposed to a financial buyer seeking pure investment returns.

Strategic Investor

Fund Structure

A corporate or institutional investor that invests for strategic reasons (partnerships, market intelligence, acquisition pipeline) in addition to financial returns.

Strike Price

Deal Terms

The price at which an option holder can purchase company shares — set at fair market value at time of grant, as determined by a 409A valuation.

Super Angel

Roles

A prolific individual angel investor who writes many checks across numerous startups, often at institutional scale — blurring the line between angels and micro-VCs.

Syndicate

Fundraising

A group of investors co-investing in a deal together, often organized by a lead investor who does diligence and brings in other investors at the same terms.

T

TAM

Strategy

Total Addressable Market — the total revenue opportunity available if a company achieved 100% market share in its target market.

TAM Expansion

Strategy

A narrative used by startups to argue that their addressable market is larger than it appears today — either because they will expand into adjacent markets or because they will grow the market itself.

TVPI

Metrics

Total Value to Paid-In Capital — a fund performance metric representing total value (realized + unrealized) relative to capital invested by LPs.

Tag-Along Rights

Legal

Rights allowing minority shareholders to join a sale when majority shareholders sell their shares, ensuring equal treatment in a transaction.

Tech Winter

Market

A prolonged downturn in venture funding, startup valuations, and tech hiring — characterized by layoffs, down rounds, and reduced VC activity.

Tender Offer

Fund Structure

A structured liquidity event allowing employees and shareholders to sell shares to new investors at a fixed price — often done alongside a new primary financing round.

Term Sheet

Deal Terms

A non-binding document outlining the key economic and governance terms of a proposed investment, serving as the basis for final legal documents.

Thesis

Fund Structure

A VC fund's core investment hypothesis — defining what kinds of companies they invest in, why those companies will succeed, and why this fund is positioned to find them.

Top-Down Investing

Strategy

An investment approach starting with macro themes, sectors, or trends and then identifying companies positioned to benefit — opposite of bottom-up (company-first).

Traction

Metrics

Measurable evidence that a startup's product is gaining market adoption — revenue growth, user growth, retention, and engagement are common traction metrics.

Tranche

Deal Terms

A portion of a larger investment, released upon meeting specific milestones — used in milestone-based financing to reduce investor risk.

Trigger

Deal Terms

An event that activates a contractual provision — such as anti-dilution adjustments triggered by a down round, or acceleration triggered by an acquisition.

U

V

Valuation

Deal Terms

The estimated worth of a company, used to determine investor ownership percentages and share pricing in a funding round.

Valuation Cap

Deal Terms

The maximum valuation at which a SAFE or convertible note converts into equity, protecting early investors from high Series A prices.

Velocity

Strategy

The speed of execution across product development, hiring, and fundraising — used as a qualitative signal of a startup team's operating rhythm and competitive edge.

Venture Capital

Fund Structure

A form of private equity financing provided to early-stage, high-growth companies in exchange for equity, with the expectation of outsized returns from a few breakout investments.

Venture Capitalist

Roles

A professional investor who deploys capital from a managed fund into high-growth private companies in exchange for equity, targeting outsized financial returns.

Venture Debt

Fundraising

Debt financing for VC-backed startups, typically structured as a term loan with warrants, used to extend runway without additional equity dilution.

Venture Partner

Roles

A part-time senior advisor or investor at a VC firm who sources deals and provides expertise without being a full-time general partner.

Venture Platform

Fund Structure

The operational team inside a VC fund that provides non-capital support to portfolio companies — including recruiting, marketing, business development, and community programs.

Venture Studio

Fund Structure

An organization that conceives, builds, and launches startup companies internally — co-founding startups with the studio team rather than backing external founders.

Vesting

Deal Terms

The schedule by which an employee, founder, or investor earns their equity over time — typically 4 years with a 1-year cliff.

Vintage Year

Fund Structure

The year a VC fund made its first investment — used to benchmark fund performance against peer funds of the same vintage.

Voting Rights

Legal

The rights of shareholders to vote on major company decisions — common shareholders typically vote on general matters, while preferred shareholders have special protective votes.

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