One of the most crucial moments in a startup’s fundraising journey is signing a term sheet: a document that outlines the key terms of an investment. While not legally binding, a term sheet sets the foundation for your funding round and dictates how much control, equity, and decision-making power you’ll retain.
So, how do you evaluate a term sheet like an experienced founder? Let’s break it down.
A term sheet is a non-binding agreement that defines the high-level terms of an investment before a formal contract is signed. It helps both founders and investors align on valuation, ownership, governance, and exit terms before getting into legal paperwork.
While not legally binding, certain clauses (like exclusivity and confidentiality) can be enforceable, making it critical for founders to understand what they’re agreeing to.
For more on the fundraising process, check out Capwave AI’s Guide to Raising Capital.
Not all term sheets are equal. Some terms favor investors, while others protect founders. Here’s what to watch for:
💡 Example: If your pre-money valuation is $10M and you raise $2M, your post-money valuation is $12M. If an investor contributes $2M, they own 16.7% ($2M/$12M).
👉 Learn more about dilution here: How much equity should startup founders give away?
Liquidation preference determines who gets paid first when your startup is sold.
💡 Example:
💡 Tip: If giving up a board seat, ensure it’s to a value-add investor, not just anyone writing a check.
👉 See How Startup Boards Work for best practices.
Investors use anti-dilution clauses to prevent their stake from shrinking if you raise a down round (lower valuation).
💡 Best Practice: Push for weighted average and avoid full ratchet, as it can hurt you in future rounds.
🚩 Focusing only on valuation. A high valuation with bad terms (like participating liquidation or board control) can backfire.
🚩 Ignoring liquidation preferences. Even with 30% ownership, you could walk away with $0 if preferences aren’t structured well.
🚩 Overlooking future dilution. Retaining control matters not just today but through Series A, B, and beyond.
🚩 Not negotiating. Many founders assume term sheets are final. They’re not. Investors expect some negotiation.
✅ Get multiple term sheets. Competitive tension gives you leverage.
✅ Negotiate non-economic terms. Valuation is important, but board control, liquidation prefs, and voting rights matter more.
✅ Hire a startup lawyer. A good lawyer can save you millions in the long run.
✅ Understand the market. See what’s standard for your industry and funding stage.
👉 Check out Carta’s Startup Funding Benchmarks here.
A well-negotiated term sheet protects your ownership, company vision, and long-term success. While raising capital is exciting, the wrong terms can hurt you more than a low valuation.
Be strategic, get legal advice, and remember: a great investor isn’t just about money. They’re a partner in your success.
💡 Need help modeling your equity distribution? Capwave AI offers tools and insights to help founders navigate fundraising and dilution effectively.
1. Are term sheets legally binding?
Mostly non-binding, except for clauses like exclusivity and confidentiality.
2. Can I negotiate a term sheet?
Absolutely. Most investors expect some negotiation.
3. What’s the most important term to watch?
Liquidation preference and board control impact founders the most.
4. What happens after signing a term sheet?
Due diligence starts, and lawyers draft final agreements before the deal closes.
A capitalization table (cap table) is a document that outlines the ownership structure of a company. It details who owns what percentage of equity, including:
As your startup grows, your cap table evolves through funding rounds, option grants, and equity-related transactions. Keeping it organized and accurate is crucial for maintaining transparency and making strategic decisions.
A well-maintained cap table impacts fundraising, investor relations, and equity management. Here’s why it matters:
Investors rely on cap tables to understand:
✔ Their ownership stake
✔ Potential dilution in future rounds
✔ How equity is distributed across stakeholders
A clear cap table helps founders:
✔ Determine how much equity to offer new investors
✔ Structure rounds without over-diluting existing shareholders
✔ Maintain control over decision-making
Startups use stock options to attract and retain top talent. A well-managed cap table ensures:
✔ Fair allocation of equity grants
✔ Transparency in vesting schedules
✔ Compliance with option pool limits
When a startup is acquired or goes public, a clean cap table simplifies:
✔ Valuation discussions
✔ Payout structures for all shareholders
✔ Negotiations with potential acquirers
A comprehensive cap table includes:
The shares owned by the founding team, typically issued at incorporation.
Shares issued to angel investors, venture capital firms, or strategic partners during fundraising rounds.
Equity granted to employees as part of a stock option plan (ESOP), which includes:
✔ Vesting schedules (e.g., 4-year vesting with a 1-year cliff)
✔ Exercise price and expiration terms
SAFE notes, convertible debt, or other instruments that convert into equity during future funding rounds.
The breakdown of equity across all stakeholders, showing each party’s stake in the company.
The impact of future funding rounds on existing ownership percentages, ensuring founders and investors understand potential dilution.
Tracking your cap table manually in spreadsheets can lead to costly errors. Instead, use cap table management platforms such as:
💡 Pro tip: Most investors expect cap tables to be maintained in software rather than a basic Excel spreadsheet.
💡 Pro Tip: Investors will always review your cap table before making an investment decision. Keep it clean and organized.
Before raising capital or granting stock options, model different scenarios to understand potential dilution.
Most cap table management tools (e.g., Carta, Pulley) offer built-in scenario modeling to help with planning.
Every time a startup issues new shares, existing shareholders’ ownership percentage decreases.
💡 Example of dilution:
🚀 How to minimize unwanted dilution:
Cap table management involves complex financial and legal structures. Mistakes can lead to ownership disputes or compliance issues.
When to seek expert advice:
💡 Pro Tip: Many founders miscalculate dilution when raising capital. Having an expert review your cap table ensures long-term equity strategy.
Your cap table is one of the most important financial documents in your startup. It impacts:
✔ How much equity you own as a founder
✔ How investors evaluate your company
✔ Your ability to raise future capital without excessive dilution
By using cap table management tools, staying organized, and modeling dilution, you can ensure your fundraising strategy aligns with long-term growth goals.
🚀 Need help managing your fundraising process? Capwave.ai provides AI-driven investor matching with over 60,000 angel and VCs. Plus, get 24/7 pitch deck insights to help your startup scale efficiently. Sign up today!
Use cap table software like Carta or Pulley instead of spreadsheets to avoid costly errors.
Whenever you:
✔ Raise a new funding round
✔ Grant or vest employee stock options
✔ Convert SAFE or convertible notes
Not modeling dilution before fundraising. This can lead to unexpected loss of ownership.
Yes! Even if you have only a few shareholders, it’s crucial to track ownership and dilution from the start.
We’re thrilled to share that Capwave AI has been featured in CanvasRebel! In this exclusive feature, our founder and CEO, Charlotte Ketelaar, discusses the challenges founders face when raising capital, how her background in investment banking and startup mentorship shaped her approach, and why she built Capwave.ai to revolutionize the fundraising process.
In the article, Charlotte shares:
Capwave AI is designed to help founders streamline fundraising, save time, and increase investor engagement. Our platform includes:
A huge thank you to CanvasRebel for highlighting our mission! This feature showcases how Capwave AI is reshaping the fundraising landscape and empowering founders with smarter, more strategic investor connections.
Series A funding is a pivotal milestone for startups. At this stage, investors are looking for strong product-market fit, scalable business models, and early traction in the market.
This month, 15 Series A startups successfully raised funding, securing capital to scale operations, expand teams, and drive innovation. From AI and robotics to quantum computing, fintech, and biotech, these companies are shaping the future of their industries.
Apptronik designs and builds advanced robotics systems to enhance human-machine collaboration in industrial environments.
QuEra Computing is developing neutral-atoms-based quantum computing solutions to tackle complex computational challenges.
Newleos Therapeutics is a biotech startup dedicated to producing safer and more effective neuroscience medicines.
Music AI develops artificial intelligence solutions for music and audio technology, enhancing content creation and production.
Castelion applies modern hardware development and manufacturing processes to address national security challenges.
TrueFoundry is an enterprise platform that helps teams build, deploy, and manage large language models at scale.
ConverzAI provides AI-driven virtual recruiters that streamline hiring, improving efficiency for HR teams.
Beamable is building decentralized infrastructure to enhance gaming experiences with social, commerce, and content management features.
Posterity Health is a male fertility clinic offering comprehensive assessments, hormone treatments, and vasectomy services.
ScorePlay is an AI-driven digital asset management system for sports-specific media workflows.
Superlogic offers an AI-powered personalization and rewards platform, integrating blockchain and brand marketing.
Atomicwork provides conversational AI-driven IT service management (ITSM) software for enterprise teams.
Suger is an AI-powered marketplace platform that manages product listings, contracts, metering, and billing.
Lynx provides an API-driven platform for businesses to integrate financial services, banking, and healthcare payments.
SGNL.AI is an AI-powered security platform that offers context-based identity management for enterprises.
Investors continue backing AI, quantum computing, and fintech startups that show strong early traction and scalable business models.
Looking for a lead investor for your series A raise? Find them now on Capwave AI.
🔗 Find investors who fit your startup →
Raising a seed round is a critical milestone for startups. Investors at this stage are looking for early traction, strong teams, and scalable business models.
Here are 15 seed-stage startups who successfully closed funding rounds in the last month, securing capital to accelerate product development, expand teams, and scale operations. From AI infrastructure to blockchain, cloud security, and healthcare tech, these startups are tackling major industry challenges and attracting top-tier investors.
Positron is developing next-generation hardware for LLM (large language model) inference, optimizing AI performance while reducing energy consumption.
Backline AI is an AI-driven platform that accelerates security workflows, automating backlog clearance and risk assessments.
Fluent Labs is a blockchain development company focused on Web3 solutions, decentralized applications, and cryptocurrency technologies.
Affineon Health is an AI-powered platform that streamlines provider communication, improving efficiency and reducing administrative burdens in healthcare.
Presto is developing a software platform that enhances fleet and mobility charging experiences, optimizing accessibility and efficiency.
Athenic AI is a SaaS-based analytics platform that helps businesses solve complex data problems using AI-powered insights.
PHȲND is a subscription-free cloud gaming platform that lets users discover, play, and socialize across a variety of games.
Keragon is building a secure workflow automation platform designed for healthcare compliance, streamlining administrative processes.
Final Round AI is an AI-native platform built to assist job seekers with interview coaching, resume optimization, and career preparation.
Trace.Space is an AI-powered platform for engineers building industrial products, improving requirements management and collaboration.
Validated helps companies acquire users via AI-powered performance advertising solutions.
Mobly is a SaaS platform that provides mobile software, data hygiene, and sales automation for businesses.
Keebler Health is developing an AI-powered risk adjustment tool for healthcare providers to improve billing efficiency.
Self Inspection is a provider of an AI-powered platform for the automotive inspection market.
Accrue offers financial services for cross-border payments and virtual USD cards across Africa.
Investors continue backing AI, Web3, and healthcare startups that demonstrate early traction and scalable business models.
Looking for seed-stage investors for your startup? Capwave AI provides investor-grade pitch deck feedback, an expert-led masterclass, and AI personalized investor matches to supercharge your next raise.
🔗 Find investors who fit your startup now →
Raising a pre-seed round is a massive milestone. At this stage, investors are betting on founders, market opportunity, and execution potential. Not just revenue numbers.
Here’s a list of 15 early-stage startups who recently closed their pre-seed funding round in January and February of 2025. At this stage, they’re securing capital to build, scale, and validate their vision. From AI automation to clean energy and fintech, these companies are tackling some of the biggest challenges in their industries.
Here’s a look at the startups that just raised, what they’re building, and who’s backing them.
Everstar is developing an AI-driven system to optimize the operation and management of nuclear power plants, improving safety, efficiency, and overall plant performance.
Limited is creating a financial ecosystem that allows users to spend, save, invest, and transact globally without relying on traditional banks.
Sotira is reinventing the supply chain by optimizing logistics for suppliers and buyers, helping businesses cut costs and improve efficiency.
Future AGI provides a platform that helps businesses build, train, and deploy AI models faster and with greater accuracy.
Elio is building a communication and coordination platform designed to streamline sustainability projects and climate initiatives.
Pinkfish is making enterprise automation more accessible by allowing businesses to create workflows using natural language.
Addis Energy is developing innovative methods to produce clean ammonia, aiming to revolutionize energy and fuel sustainability.
Systole Health provides digital tools and solutions to help women take control of their heart health and prevent cardiovascular disease.
Gaia Dynamics is developing tools that help customs brokers, consultants, and brands navigate international trade with ease.
Human is creating a blockchain-based identity management platform focused on financial independence and security.
Whetstone Research is building protocols that facilitate decentralized finance (DeFi) and Web3 market infrastructure.
Glue is developing a software framework that automates hardware testing for industrial automation and AI-driven systems.
Incept AI is integrating AI-powered voice recognition into real-world applications, starting with phone orders and restaurant drive-thrus.
Qumis is an AI-driven platform designed to optimize insurance knowledge management and decision-making.
Taxflow is developing AI-powered agents designed to streamline tax preparation and accounting for U.S. firms, automating complex financial workflows.
Pre-seed startups are still securing funding, but investors are more selective than ever. The startups that raised this month stood out with clear market opportunities, strong teams, and scalable visions.
If you’re gearing up for a raise, the right investor connections can make all the difference. Match with yours on Capwave.AI.
🔗 Get matched with investors who fit your startup →
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