The language of private capital.

Someone who meets SEC thresholds for income, net worth or professional credentials, and is therefore allowed to invest in unregistered securities such as startup equity or private funds. Most private rounds are open only to them.

An individual investing their own money into early-stage companies, usually before institutional funds are involved. Cheques are smaller than a VC’s, and decisions are usually faster.

A group of angels pooling capital and diligence into a single investment, usually organised by a lead who negotiates terms for everyone. Gives individuals access to deals they couldn’t reach alone.

The earliest institutional money, often before meaningful revenue. Funds the work needed to prove a thesis is worth a seed round at all.

The first priced or capped round of real size, raised to find product-market fit and build the evidence a Series A investor will want to see.

The round that funds scale rather than discovery. Investors expect a repeatable model, not just traction — evidence that spending more produces proportionally more.

Interim financing between priced rounds, usually to extend runway until a milestone is hit. Often a signal worth reading carefully in either direction.

Simple Agreement for Future Equity. Money now, shares later — converting at the next priced round, usually with a valuation cap or discount. No interest, no maturity date, unlike a note.

Debt that converts to equity at a future round. Like a SAFE but with interest and a maturity date, which means it can come due if no round follows.

A single-deal entity that lets a group invest together through one line on the cap table. Common where a syndicate wants exposure without each member appearing separately.

A short, mostly non-binding outline of an investment’s key terms — valuation, structure, governance. It sets the shape of the deal before lawyers draft anything.

The maximum valuation at which a SAFE or note converts. Protects the early investor if the next round prices much higher than expected.

A reduction on the next round’s price given to early money as compensation for earlier risk — typically 10–25%.

Who gets paid first, and how much, when a company is sold. A 1x preference returns the investor’s money before common shareholders see anything.

The right to invest again in later rounds to maintain ownership percentage. Valuable in a company that keeps working.

Protection that adjusts an investor’s conversion price if the company later raises at a lower valuation. Shifts the pain of a down round toward founders and common holders.

Equity earned over time rather than granted outright — commonly four years with a one-year cliff, meaning nothing vests until twelve months have passed.

Shares reserved for future employees. Where it sits — before or after the investment — materially changes who is diluted, and is worth negotiating.

The record of who owns what, including options and convertibles. A messy one is a genuine obstacle to raising.

An independent appraisal of a private company’s common stock, required to set option strike prices the IRS will accept.

Annual and monthly recurring revenue. The standard measure of a subscription business’s scale — and the number most investors anchor on first.

How much cash a company consumes each month. Gross burn is total spend; net burn is spend minus revenue.

Months of cash remaining at current burn. Under six months materially weakens your negotiating position.

Customer acquisition cost — total sales and marketing spend divided by customers won. Meaningless without lifetime value beside it.

Lifetime value — the gross profit a customer generates before churning. An LTV to CAC ratio around 3:1 is the usual benchmark.

Revenue minus the direct cost of delivering it. Separates a software business from a services one more clearly than any pitch does.

Earnings before interest, tax, depreciation and amortisation. A proxy for operating profitability, and the basis for most private equity valuations.

Whether a single customer or transaction makes money once fully loaded. Growth without working unit economics multiplies losses rather than value.

The point where demand pulls harder than you push. Usually visible in retention curves before anyone declares it.

The rate customers or revenue leave. Compounds quietly — small monthly churn becomes a large annual hole.

Pooled capital invested into high-growth private companies in exchange for equity, structured around a small number of outcomes returning the whole fund.

Investment into mature private companies, usually acquiring control and improving operations or capital structure before selling on.

A private firm managing one family’s wealth (single) or several (multi). Longer horizons and fewer mandate constraints than institutional funds.

An investor in a fund who supplies capital but takes no part in investment decisions, and whose liability is capped at their commitment.

The manager who raises the fund, makes the investments and carries the liability — compensated through fees and carried interest.

The share of profits a fund manager keeps, classically 20% above a return threshold. The “20” in “2 and 20”.

Committed capital a fund hasn’t deployed yet. High industry-wide dry powder usually means competitive rounds and higher valuations.

A venture arm inside an operating company, investing for strategic advantage as well as return. Can bring distribution a financial investor can’t.

A fund that invests in other funds rather than directly into companies, buying diversification at the cost of a second fee layer.

State-owned investment capital, typically very large, very patient, and increasingly active in late-stage private rounds.

The investigation before money moves — financial, legal, technical and commercial. Thorough diligence is a courtesy to both sides, not an obstacle.

A controlled repository of diligence materials. Access should be revocable and logged — you want to know who read what.

The 10–15 slides that get you a meeting. Its job is to earn the next conversation, not to answer every question.

The stream of investment opportunities reaching an investor. Quality of deal flow, not quantity, is what separates returns.

An introduction from someone both parties trust. Materially more effective than cold outreach, which is why networks hold their value.

A fixed-term programme offering mentorship, resources and often capital for equity, usually ending in a demo day. Cohort-based by default — though not always.

Longer-horizon support for very early companies, often including space and shared services, usually without a fixed end date.

The presentation event closing an accelerator cohort, where companies pitch an invited investor audience.

Private Placement Memorandum — the disclosure document for a private offering, setting out terms, risks and the business in detail.

The exemptions most US private raises rely on. 506(c) permits public solicitation but requires verifying every investor is accredited.

The event that turns paper ownership into cash — an acquisition, an IPO or a secondary sale. Everything before it is unrealised.

Purchase by another company — by far the most common exit for venture-backed businesses, paid in cash, stock or both.

Listing shares on a public exchange. Rare relative to acquisition, and a beginning of scrutiny rather than an end of it.

Existing shares sold from one holder to another rather than issued by the company. Gives early holders liquidity without an exit.

An acquisition made mainly for the team rather than the product — common where technology has limited standalone value.

A raise at a lower valuation than the last. Triggers anti-dilution, dilutes founders heavily, and is survivable more often than reputation suggests.

Additional capital into an existing portfolio company, usually to maintain ownership. Reserves for follow-ons are a large part of fund strategy.

A single investment whose exit repays the entire fund. Venture portfolios are constructed in the hope of finding one.

An acquirer buying for operational fit rather than financial return — usually able to pay more than a financial buyer for the same asset.

Restructuring the ownership or debt of a company, often to give early holders liquidity or reset a cap table that no longer works.