The Essential Venture Capital Glossary: Decoded and Demystified

Welcome to the world of venture capital – a realm where terms like 'unicorn' and 'burn rate' don't mean what you think! At The VC Insider, we're all about unravelling the complexities of VC jargon. Let's dive into our glossary, where we decode and demystify the buzzwords of the venture capital world with a dash of fun and plenty of smarts.

Accredited Investor

An accredited investor is not just someone who nods along smartly in meetings. In the U.S., this term refers to individuals or entities that meet criteria set by the Securities and Exchange Commission (SEC) for investing in certain types of securities offerings. Typically, this includes individuals with an annual income exceeding $200,000 ($300,000 for joint income) for the last two years or a net worth exceeding $1 million, excluding the value of their primary residence. Why does this matter? Because accredited investors have access to investment opportunities like hedge funds, venture funds, and angel investments that are not available to the general public.

Angel Investor

An angel investor is like a fairy godparent for startups. They are affluent individuals who provide capital for a business start-up, usually in exchange for convertible debt or ownership equity. Unlike VCs, who typically invest other people’s money, angel investors use their own funds. They often come in during the early stages when the risk is higher and the company needs a financial push to get to the next level.

Anti-Dilution Provisions

Anti-dilution provisions are clauses in an investment agreement that protect investors from equity dilution in the event that a company issues shares at a lower valuation in the future. These provisions adjust the price at which convertible securities are converted into equity, ensuring that early investors maintain a proportional ownership stake. For example, if an investor owns shares converted at a $10 million valuation and the company later issues shares at a $5 million valuation, anti-dilution provisions could adjust the investor's conversion price to reflect this change, protecting their investment value.


In the context of venture capital and startups, a blurb is a brief, compelling description of a company or product designed to capture interest and investment potential. Think of it as the elevator pitch in written form. A startup's blurb should succinctly highlight what the company does, its unique value proposition, and why it stands out in the market.


Bootstrapping is like a startup's DIY approach to funding. It involves growing a business without external investment or with minimal investment. Entrepreneurs rely on personal finances, revenue generated by the business, and sheer grit to scale their operations. This approach is often admired for its self-reliance and can lead to greater control and ownership for founders. For example, a small software development company might start by creating a product with the founder's savings and then reinvest the revenue from initial sales to fund further growth.

Bridge Loan

A bridge loan is a short-term financing option used by companies to 'bridge' the gap between their immediate cash needs and a future anticipated cash inflow. In the venture capital context, startups often use bridge loans when they need quick funding while waiting for a longer-term financing round to close. These loans are typically paid back or converted into equity during the next round of financing. For example, a startup expecting to close a Series B round in six months might take a bridge loan to cover operational costs in the interim.

Burn Rate

Imagine you’re on a road trip with a car guzzling gas faster than expected – that’s burn rate, but for startups. It's the rate at which a company is spending its capital to finance overhead before generating positive cash flow from operations. It’s a key metric for startups and their investors, as it indicates how long a company can keep operating before it needs more funding. For instance, if a startup has $1 million in the bank and spends $100,000 monthly on expenses, its burn rate is $100,000, giving it a 10-month runway before the tank hits empty. Understanding the burn rate helps investors assess the risk and sustainability of a startup.


Burnout in venture capital doesn't just refer to exhaustion; it's a situation where a company runs out of cash before achieving its goals and can't raise additional funds. This often leads to the company's shutdown or a distress sale. Burnout is a risk in the high-stakes startup world, where companies often operate with negative cash flow in the hopes of rapid growth.

Cap Table

A cap table, or capitalization table, is more than a fancy spreadsheet – it’s the ledger of who owns what in a company. It details the equity ownership capital structure, including stocks, warrants, and equity grants. It's essential for startups as it tracks the company’s equity ownership, investor dilution, and value allocation. Think of it as a financial scoreboard showing the distribution of a company's ownership.

Carried Interest

Carried interest, or "carry," is the share of profits that venture capitalists receive from the investments made by their fund. Typically, this is a significant portion of a VC’s compensation. For example, in a typical “2 and 20” compensation structure, the VC firm receives 20% of the fund's profits beyond a certain threshold as carried interest, in addition to a 2% management fee.

Clawback Clause

A clawback clause is a provision in a venture capital agreement that allows investors to reclaim some of the money or shares they have distributed if certain conditions are not met. This is often used to ensure that fund managers or entrepreneurs meet performance targets or stay with the company for a specified period. For instance, if a VC fund's performance does not meet the agreed-upon benchmarks, a clawback clause might require the fund's managers to return some of the previously distributed profits.

Convertible Note

A convertible note is like a financial chameleon. It's a short-term debt that converts into equity, typically in conjunction with a future financing round. Essentially, investors loan money to a startup and instead of getting their money back with interest, they opt to convert the loan into equity shares. The conversion is usually triggered by a specific event, such as a new round of funding. For instance, if you invest $100,000 in a startup via a convertible note, and the note specifies a 20% discount rate on the next funding round, you'd be able to convert your note into equity at a price lower than the next investors, giving you more bang for your buck.

Corporate Venture Capital (CVC)

Corporate Venture Capital (CVC) is an investment by a large corporation in startup companies. Unlike traditional VC firms, CVCs often aim to gain strategic advantages in addition to financial returns, such as access to innovative technologies or new business models. These investments can provide startups with not just capital but also valuable industry connections and expertise. For instance, a tech giant might invest in a promising AI startup, not only for potential financial returns but also to integrate cutting-edge AI capabilities into its own product offerings.

Deal Flow

Deal flow refers to the rate at which investment offers or business proposals are received by investors or venture capital firms. A strong deal flow is crucial for VCs, as it provides a wide selection of potential investment opportunities. VCs often cultivate networks, attend pitch events, and engage in industry conferences to maintain a healthy deal flow. For example, a VC firm specializing in biotech startups might receive numerous proposals from companies in the health and medical fields, each vying for investment.

Deal Syndication

Deal syndication occurs when multiple investors or venture capital firms come together to invest in a single deal. This approach allows investors to share the risk and pool their resources, expertise, and networks. Syndication can be particularly beneficial for larger, more complex, or higher-risk investments. For example, a promising but capital-intensive biotech startup might be funded through a syndicated deal involving several VC firms, each contributing a portion of the total capital required.


Dilution in venture capital is like slicing a pie into more pieces. As more investors come aboard in subsequent funding rounds, the ownership percentage of existing shareholders decreases. This happens because the company issues new shares to new investors, increasing the total number of shares and thus reducing the proportionate ownership of each existing shareholder. For instance, if a startup founder owns 50% of the company and new investors are brought in, the founder's stake might drop to 30%, which is dilution. But remember, even though the slice gets smaller, the overall size of the pie usually grows, potentially increasing the value of the smaller slice.

Down Round

A down round occurs when a company raises capital at a lower valuation than in its previous funding round. It's often seen as a red flag, signalling potential issues with the company's performance, market position, or future prospects. For example, if a startup was valued at $100 million in its Series A round but only manages a $75 million valuation in its Series B, that's a down round. It can lead to dilution for existing shareholders but might be necessary to keep the company afloat.

Drag-Along Rights

Drag-along rights are clauses in a shareholder agreement that allow majority shareholders to force minority shareholders to join in the sale of a company. These rights ensure that a majority shareholder can sell their stake without being blocked by minority shareholders, facilitating smooth transactions. For example, if a major VC firm owning 60% of a startup decides to sell its stake, drag-along rights can compel the remaining 40% shareholders to sell their shares at the same terms, ensuring a complete buyout.

Dry Powder

In the context of venture capital, "dry powder" refers to the reserves of committed but unallocated capital a VC firm has available to invest in new opportunities. It represents the firm's capacity to support portfolio companies, make new investments, and capitalize on unforeseen opportunities. For example, if a VC firm has a large amount of dry powder, it is well-positioned to invest in promising startups even during market downturns or periods of economic uncertainty.

Due Diligence

This isn’t just a fancy way of saying “doing your homework.” In the VC world, due diligence is a comprehensive appraisal of a business undertaken by a prospective buyer, especially regarding its assets, liabilities, and commercial potential. It's like detective work to uncover every detail about a startup before making an investment. This process includes reviewing financial records, business models, market analysis, and the management team's background. For example, if a VC is considering investing in a tech startup, they would scrutinize everything from the software's code quality to the startup's customer acquisition costs.


EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. It's a measure used to evaluate a company's operating performance without the impact of financial and accounting decisions. EBITDA is often used by investors to compare the profitability of companies and industries, as it focuses on the outcomes of operating decisions. For example, a startup’s EBITDA can provide a clearer picture of its operational efficiency and profitability, particularly in the early stages when it may not yet be profitable on a net income basis.

Equity Crowdfunding

Equity crowdfunding is a way for startups and small businesses to raise capital from a large number of investors, typically through an online platform. Unlike traditional crowdfunding where contributors receive products or rewards, equity crowdfunding allows investors to receive a small piece of equity in the company. This method has gained popularity as it democratizes the investment process, allowing smaller investors to participate in early-stage financing.

Equity Financing

Equity financing is the act of raising capital by selling company shares. Unlike debt financing, which involves loans, equity financing is all about exchanging a portion of the ownership of the business for funding. This method is a popular choice for startups that may not have the collateral for loans. For instance, a tech startup might raise $1 million by selling 10% of its equity, valuing the company at $10 million. The investors get a slice of the ownership and a stake in the future profits of the company.

Evergreen Fund

An evergreen fund in venture capital is a fund that has a renewable investment cycle, unlike traditional funds which have a fixed lifespan. Profits from the fund's investments are reinvested into new opportunities, allowing the fund to operate indefinitely. This type of fund can be attractive for investors seeking long-term involvement in venture capital.


An exit in venture capital is the way an investor cashes out their investment in a startup. This typically happens through one of two ways: an Initial Public Offering (IPO) or an acquisition by another company. An exit is the endgame for most VC investments, where the startup either becomes publicly traded, allowing the investor to sell shares on the open market, or is bought out, usually resulting in a cash/stock compensation. For example, when Facebook acquired WhatsApp, the investors in WhatsApp cashed out significantly.

Follow-On Investment

Follow-on investment is additional funding provided to a company by investors who have already invested in it. It's like giving a second helping of capital to a promising startup. This investment is often made to support continued growth or to maintain a proportional share of ownership after new investors come in. For instance, if a VC firm initially invests in a Series A round of a tech startup and is impressed with its progress, it might make a follow-on investment in the Series B round to further support the company and maintain its ownership percentage.

Founder Friendly

"Founder friendly" is a term used to describe venture capital firms or investors who are perceived as having favourable terms and supportive practices towards the founders of startups. This can include fair valuation practices, mentorship, and resources to support the founder’s vision and the company's growth, rather than imposing overly restrictive conditions or seeking excessive control.

General Partner (GP)

In a venture capital firm, a General Partner (GP) is an individual who manages the VC fund and makes investment decisions. GPs are responsible for sourcing deals, conducting due diligence, and providing support and guidance to portfolio companies. They also play a key role in fundraising and managing relationships with Limited Partners (LPs) – the investors who provide the capital for the VC funds. For example, a GP at a VC firm might lead the fundraising for a new fund, identify promising startups for investment, and serve on the boards of portfolio companies to provide strategic advice.

Go-to-Market Strategy

A go-to-market strategy is the game plan startups use to launch their products or services into the market. This strategy encompasses understanding the target customer, defining the value proposition, and choosing the sales and marketing channels for product distribution. It's a critical component of a startup's business plan, as it directly impacts customer acquisition and revenue generation. For example, a startup launching a new health app might develop a go-to-market strategy that includes partnerships with wellness influencers, targeted social media campaigns, and collaboration with healthcare providers to reach its potential users effectively.

Growth Equity

Growth equity represents a type of investment in relatively mature companies that are looking for capital to expand or restructure operations, enter new markets, or finance a significant acquisition without changing the control of the business. It's a balance between venture capital and private equity, focusing on companies with proven business models and potential for continued growth.

Hurdle Rate

The hurdle rate in venture capital is the minimum rate of return that a fund must achieve before the general partners can receive their carried interest (or performance incentive fee). It acts as a benchmark to ensure that the interests of the general partners and limited partners are aligned. For instance, if a VC fund has a hurdle rate of 8%, the fund must generate returns of at least 8% on its investments before the general partners can claim their share of the profits.

Investment Memo

An investment memo is a detailed document created by venture capitalists to justify and outline the rationale behind an investment decision. It covers in-depth analysis of the target company’s business model, market opportunity, competitive landscape, financials, and team. It also assesses risks and potential returns. Think of it as the homework that VCs do before saying "yes" to a deal. For example, an investment memo might analyze a SaaS startup, detailing its monthly recurring revenue growth, churn rate, total addressable market, and the experience of its founding team, providing a comprehensive view of the investment opportunity.

IRR (Internal Rate of Return)

The Internal Rate of Return (IRR) is a metric used in venture capital to evaluate the profitability of potential investments. It represents the annualized effective compounded return rate that can be earned on the invested capital. IRR is a crucial tool for assessing the performance of a VC fund, and comparing it to other investment opportunities. For example, a VC firm might boast an IRR of 25%, indicating a high level of profitability from its investments relative to the risk and time involved.

Lead Investor

In venture capital, a lead investor is typically the first and largest investor in a funding round. They play a crucial role, often setting the terms of the investment, conducting due diligence, and sometimes taking a seat on the company’s board of directors. The lead investor is seen as a vote of confidence and can attract other investors to the round. For instance, if a well-known VC firm leads a Series A round for a startup, it often encourages other investors to join the round, seeing the lead investor's commitment as a positive sign.

Limited Partner (LP)

A Limited Partner (LP) in the context of venture capital is an investor who provides capital to a VC fund but is not involved in the day-to-day management of the fund. LPs typically include institutional investors, like pension funds or university endowments, and high-net-worth individuals. They play a crucial role by supplying the capital that VC firms use to invest in startups, but they limit their liability to the amount of their investment.


In venture capital, liquidation refers to the process of dissolving a company and distributing its assets to claimants, typically when the company is insolvent or being wound down. During liquidation, assets are used to pay off debt and liabilities, with any remaining assets distributed to shareholders. The order and manner of distribution are often determined by the company's liquidation preference, as outlined in its financial agreements.

Liquidation Preference

Liquidation preference is a clause in a contract that dictates the payout order in case of a sale, dissolution, or liquidation of the company. Typically, investors with liquidation preference get their investment back before other shareholders when the company is sold or liquidated.

Management Fee

In venture capital, the management fee is an annual payment made by the limited partners (LPs) to the general partners (GPs) of the fund. It's typically a percentage of the assets under management and is used to cover the operational expenses of the VC firm, including salaries, rent, and administrative costs. For example, a VC fund with $100 million under management and a 2% management fee would receive $2 million annually to cover its operational costs.

Mezzanine Financing

Mezzanine financing is like the financial world's bridge—it's a hybrid of debt and equity financing used mainly in the expansion of established companies. This type of financing allows the lender to convert debt into equity in case of default, after other senior lenders are paid. Mezzanine financing often comes into play during a company's expansion phase but before an IPO. Picture this: a fast-growing e-commerce platform needs extra funds to expand globally. They opt for mezzanine financing, which provides the necessary capital with the flexibility that if they can't pay back the loan, the lenders have the option to convert their debt into equity.

Option Pool

An option pool is a portion of a startup's equity reserved for future employees. It's typically created before a funding round to allocate shares to current and future employees as part of their compensation package. The size of the option pool can affect a company’s valuation and the dilution of existing shares. For example, a startup might create a 10% option pool to attract and incentivize top talent, offering stock options as part of their compensation.

Pitch Deck

A pitch deck is a brief presentation created by entrepreneurs to provide potential investors with an overview of their business plan, vision, and strategy. It's an essential tool in fundraising, effectively communicating a startup's value proposition, market potential, product, business model, team, and financial projections. For example, a startup founder might use a pitch deck to pitch to a group of angel investors or VCs, showcasing why their business is a compelling investment opportunity.

Portfolio Company

A portfolio company is a startup or a young company in which a venture capital firm has invested. Think of it as a player on the VC firm's team, part of a broader strategy to score big in the startup game. These companies are part of the VC firm's investment portfolio, and the firm typically has a vested interest in their growth and success.

Portfolio Diversification

In the context of venture capital, portfolio diversification refers to the practice of investing in a variety of startups across different sectors, stages, and geographic locations. This strategy is used by VCs to spread risk, as the performance of individual investments can be unpredictable. Diversifying investments helps mitigate the impact of any single startup's failure on the overall portfolio.

Pre-Money and Post-Money Valuation

Pre-money valuation refers to the value of a company before it receives the latest round of financing, while post-money valuation is the value of the company immediately after receiving that financing. The distinction is crucial for understanding how much of the company is sold in a funding round. For instance, if a startup has a pre-money valuation of $10 million and raises $2 million, its post-money valuation is $12 million. The investors have bought a portion of the company based on the post-money valuation.

Pre-Seed Funding

Pre-seed funding is often the earliest stage of financing for a new startup, before traditional seed funding rounds. It usually involves a smaller amount of capital used to support initial market research, product development, or business plan development. Funding at this stage often comes from the founders themselves, close friends, or family.

Preferred Stock

Preferred stock is like the VIP section in the equity structure of a company. It's a type of stock that provides dividends or other benefits before common stockholders get anything. Preferred stockholders often have no voting rights but they have a higher claim on assets and earnings than common stockholders. For instance, in a startup, investors might receive preferred stock, giving them priority over common stockholders (usually the founders and employees) in receiving dividends or payouts if the company is sold or goes public.

Pro Rata Rights

Pro rata rights are the rights of existing investors to participate in future funding rounds so they can maintain their percentage ownership in the company. These rights are crucial for investors wishing to avoid dilution. For example, if an investor initially owns 10% of a startup and the company is raising more capital, pro rata rights allow the investor to invest additional funds to maintain their 10% ownership stake.

SAFE (Simple Agreement for Future Equity)

A SAFE (Simple Agreement for Future Equity) is an investment contract used by startups to raise seed capital. Unlike convertible notes, SAFEs are not debt instruments; they don’t have a maturity date or accrue interest. They convert into equity at a later date, typically during a future equity financing round, at a valuation determined at that time. SAFEs are popular for their simplicity and startup-friendly terms. For instance, an investor might provide $100,000 to a startup under a SAFE, which converts into equity at the startup's next funding round, based on the terms agreed in the SAFE.

Secondary Market

In venture capital, the secondary market refers to the sale of existing shares of a private company from one investor to another. Unlike primary market transactions, where companies directly issue new shares, secondary market transactions involve the buying and selling of existing shares among investors. This can be a way for early investors or employees with equity to liquidate their holdings before the company goes public or is acquired.

Seed Funding

Seed funding is the initial sprinkle of capital that gets a startup off the ground. It's often provided by angel investors, friends, family, or the founders themselves. This early financial support is crucial for product development, market research, and building a management team. Picture a small tech startup that needs funds to develop a prototype; seed funding allows them to create that first version, which they can use to demonstrate their concept to potential investors or customers.

Series A, B, C Funding

Series A, B, and C funding are stages in a startup's lifecycle where they raise significant capital to scale operations, each round serving a different purpose. Series A is often about proving a product-market fit, Series B focuses on scaling the business, and Series C is about expanding to new markets, acquiring other businesses, or developing new products. Imagine a successful e-commerce platform: Series A helps it solidify its place in the market, Series B enables it to grow nationally, and Series C might be used for international expansion.

Series D, E, F Funding

Moving beyond the early stages of startup financing, Series D, E, and F rounds represent later stages of funding. These rounds are typically pursued by companies that are looking to further scale operations, develop new products, or expand into new markets. Unlike earlier rounds, these stages may involve more strategic investments from corporate investors or private equity firms. For instance, a tech startup might pursue Series D funding to finance international expansion or to acquire smaller competitors, aiming to solidify its market dominance before considering an IPO or acquisition.

Stock Options

Stock options are a type of compensation that gives employees the right, but not the obligation, to buy shares of the company at a predetermined price, often called the strike price. This is particularly enticing in startups, as employees get the chance to buy shares at a lower price before the company grows and the value of its stock potentially skyrockets. For example, an early employee might receive stock options when the company's valuation is relatively low, and upon a successful IPO or acquisition, those options could be worth a significant amount, turning their early faith and hard work into a substantial financial reward.

Sweat Equity

Sweat equity is the contribution made to a project or company in the form of effort and toil, as opposed to financial investment. In startups, founders and early employees often earn sweat equity by contributing their time, energy, and skills to build the business, usually in exchange for a share of the equity. This type of equity is crucial in the early stages of a company when cash is scarce. For example, a software developer might receive a percentage of equity in a startup in exchange for developing its first product, effectively trading their 'sweat' for a stake in the company's future.


In venture capital, a syndicate isn't a shadowy group but a temporary alliance of investors to pool resources and invest in a company. This allows individual investors to participate in investment opportunities that might be too large or risky for them alone. For example, a group of angel investors might form a syndicate to invest in a promising fintech startup, sharing both the risk and the potential rewards.

Term Sheet

A term sheet is the venture capital equivalent of a relationship pre-nup. It outlines the terms and conditions under which an investor will make an investment. This non-binding document covers key deal points like valuation, investment amount, share price, and governance rights. It serves as a blueprint for the legal documents to follow. For instance, a term sheet may specify that a VC firm will invest $2 million in a startup in exchange for a 20% equity stake, including specific conditions like anti-dilution provisions.


In the venture capital world, a unicorn isn’t a mythical creature but a privately held startup company valued at over $1 billion. The term reflects the rarity of such successful ventures. Companies like SpaceX and Stripe are examples of unicorns.

Valuation Cap

A valuation cap is a term often used in convertible notes, a form of short-term debt that converts into equity. It sets a maximum valuation at which the debt will convert into equity, protecting investors from dilution in future financing rounds. Essentially, it's a way for early investors to ensure they get a fair share of the company relative to their investment, especially if the company’s valuation skyrockets. For example, if an investor puts money into a startup at a $5 million valuation cap, and the startup is valued at $10 million in the next funding round, the investor's shares convert as if the company were still valued at $5 million, giving them a larger equity stake.

Venture Capital

Venture capital is the jet fuel powering many startups. It's a type of private equity and financing that investors provide to startups and small businesses with long-term growth potential. Unlike traditional bank loans, venture capital is more about investing in potential than in proven revenue streams. It's high risk, but the returns can be just as high. Think of companies like Uber or Airbnb in their early days—venture capital was crucial in transforming them from ideas into global giants.

Venture Debt

Venture debt is a type of debt financing provided to venture-backed companies that may not yet be profitable or have sufficient assets to secure traditional bank loans. It's typically used as a complementary method to equity financing, providing startups with additional runway to achieve milestones or extend their cash flow between equity rounds. Venture debt can be less dilutive than issuing new equity, making it an attractive option for growing startups.


Vesting is like a loyalty program for company shares. It's the process by which an employee earns their stock options over time. The idea is to incentivize employees to stay with the company and contribute to its long-term success. Typically, vesting occurs over a predetermined period, such as four years, with a one-year cliff. This means if an employee leaves before the first year, they get no shares, but if they stay, they gradually earn their shares over the remaining time. For example, a startup might grant an employee stock options that vest 25% after one year, with the rest vesting monthly over the next three years.