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Insights

Types of Investors in Startups: Choosing the Right Financial Partners

Securing funding is one of the most important steps in building a startup. But capital is only part of the equation - different investor types bring distinct benefits such as mentorship, networks, and operational expertise. Understanding the funding landscape helps founders target the right partners at the right time.

Understanding the Funding Journey: A Guide to Startup Capital Rounds

We want to provide clarity on the progression of funding stages that successful startups typically navigate. While funding round terminology can vary across different entrepreneurial ecosystems, understanding the general framework will help you properly position your company for each capital-raising milestone.

Navigating Startup Funding: The Venture Capital Question

We want to share important considerations regarding funding options for emerging businesses, particularly focusing on venture capital as a potential path. Despite its prominent coverage in business media, venture capital may not be suitable for every entrepreneurial venture.

Unvested Shares Demystified: Understanding Equity Compensation in Startups

When a company grants stock, it doesn’t mean employees immediately own it outright. Instead, the equity is tied to a vesting schedule - a structured process that gradually transfers ownership over time. Unvested shares are those that an employee has been granted but are still subject to the company’s right to repurchase if the employee leaves early.

Fundraising

Do all investors get rights under the IRA?

Not usually. Most rights are limited to “major investors” who meet certain thresholds, preventing administrative complexity from smaller shareholders.

Fundraising

Can the SPA include multiple closings?

Yes. Some SPAs allow staged investments or additional closings if investors commit to fund in tranches.

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What happens if reps and warranties in the SPA are inaccurate?

If misstatements are discovered, investors may have indemnification claims, meaning the company (or founders in some cases) could be liable.

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Do all investors sign the SPA?

Yes, all participating investors sign the SPA, along with the company. It governs the purchase of shares in that financing round.

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How is an SPA different from a term sheet?

The term sheet is a non-binding summary of key deal points. The SPA is the binding agreement that formalizes the transaction and contains detailed legal terms.

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What is a typical range for valuation caps?

Seed-stage caps often fall between $3M and $10M, but terms vary widely depending on market conditions, industry, and company traction.

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How do valuation caps affect dilution?

Low caps can create significant dilution when notes or SAFEs convert, especially if the company grows rapidly before a priced round.

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Are valuation caps always included in SAFEs and notes?

Not always, but they are common. Some early-stage investors accept uncapped SAFEs if they have strong conviction in the company.

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What is the difference between a valuation cap and a discount?

A cap sets the maximum valuation for conversion, while a discount lowers the share price relative to the next round’s investors. Many instruments include both, and investors convert using whichever is more favorable.

Fundraising

Can ROFRs make it harder for founders to sell shares?

Yes. While ROFRs protect control, they can limit founder or employee liquidity if structured too rigidly. Negotiating carve-outs can help preserve flexibility.

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How long do companies or investors have to exercise a ROFR?

Typically 30–60 days, though shorter timelines may be negotiated to avoid deal delays.

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Do ROFRs apply to all shareholders?

Not always. ROFRs may apply only to certain classes (e.g., preferred stockholders) or exclude transfers such as estate planning or gifts.

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What is the difference between ROFR and ROFO?

A ROFR (Right of First Refusal) allows the company or investors to match a third-party offer. A ROFO (Right of First Offer) requires the shareholder to offer their shares internally before seeking outside buyers.

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Can drag-along rights be negotiated?

Yes. Founders often negotiate for higher approval thresholds, equal treatment provisions, and liability caps to ensure fairness.

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What is a typical threshold to trigger drag-along rights?

Most agreements require majority or supermajority consent (often 60 - 70%) from preferred shareholders, though this can vary by deal.

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