API-first
API-first is a product and engineering approach in which APIs are treated as primary, reusable product interfaces from the start rather than added after an application is already built.
Canonical Upseed vocabulary
Plain definitions for the funding, ownership, program, metric, and ecosystem language you encounter while building or backing a startup.
All published terms
71 reviewed definitions in the current glossary
API-first is a product and engineering approach in which APIs are treated as primary, reusable product interfaces from the start rather than added after an application is already built.
Also called startup accelerator
An accelerator is a structured, short-term program designed to speed up a startup's progress toward product-market fit, traction, fundraising, or scale.
Also called acqui-hire
An acquihire is an acquisition or acquisition-like transaction in which the buyer's primary goal is to hire the target company's team rather than to acquire the target's operating business, revenue, customers, or standalone product.
Also called angel
An angel investor is an individual who invests their own money in an early-stage startup, usually in exchange for equity, a SAFE, or convertible debt.
Also called deal attribution
Attribution answers "who gets recognized for this deal, based on what contribution and evidence?"
Blitzscaling is a startup scaling strategy that deliberately prioritizes speed over efficiency in the face of uncertainty in order to win a large, valuable, winner-take-most market.
Also called bridge financing
A bridge round is temporary financing that extends runway until a specific next event.
Build in public means openly sharing the process of creating, launching, and growing a product or company while the work is still happening.
Burn multiple is a capital-efficiency metric that measures how much net cash a startup burns to generate each dollar of net new annual recurring revenue.
The ownership map of a company.
Also called capitalization table
A cap table records who owns a company, what securities they hold, and how ownership changes after financing, grants, conversions, or exits.
Plain-English example
A founder may own 70% before a seed round and 55% after new shares, SAFE conversion, and option pool expansion.
Watch out
Authorized shares, issued shares, and fully diluted ownership are different views.
Also called carried interest
Carry is a performance-based share of profits, not a salary and not a management fee.
Also called co-invest
Co-investment is an investment made alongside another investor, usually a fund, lead investor, financial sponsor, or syndicate lead, into the same company or transaction.
Debt that can convert into equity.
Also called convertible debt
A convertible note is a short-term debt instrument that can convert into equity in a later financing, often with interest, maturity, a valuation cap, and/or a discount.
Plain-English example
An investor lends $500K through a note with a discount. When the startup raises Series A, the note converts according to the note terms.
Watch out
Convertible notes are debt instruments; SAFEs usually are not.
Also called investor conviction
In startup investing, conviction means an investor has enough justified belief in a company, founder, market, or thesis to commit capital, reputation, time, and follow-on support despite uncertainty.
Deal flow is the rate, quality, and pipeline movement of potential deals available for evaluation.
Also called startup referral
A deal referral is a startup investment opportunity passed from one person or organization to an investor, venture firm, angel, scout program, accelerator, or corporate development team.
Default alive means a startup is on a trajectory to reach profitability before it runs out of cash, assuming its current expenses stay roughly constant and its recent revenue growth continues.
Default dead means a startup will run out of cash before it reaches profitability if it keeps operating on its current trajectory and does not raise additional capital or make significant changes.
Ownership percentage decreases when new shares are issued.
Also called equity dilution
Dilution happens when a company issues more shares, reducing an existing holder's ownership percentage even if the value of their stake may increase.
Plain-English example
If you own 10% and the company issues many new shares in a financing, you may own 8% afterward.
Watch out
Dilution is not automatically bad. It is bad when the capital does not increase company value enough.
A down round is a financing round in which a startup sells new equity at a lower valuation or lower price per share than a previous priced financing.
Dry powder is capital that an investor or fund has available to deploy but has not yet invested.
Final close is the final transaction date that ends a fundraising process and locks the committed capital for that fund or round.
First close is the initial legal closing that turns fundraising commitments into an active fund or financing.
A flat round is a later financing priced at roughly the same valuation as the previous financing.
Also called reserves
A follow-on reserve is the portion of a venture fund's committed capital that the fund intentionally holds back for future investments in companies it has already backed.
Also called startup grant
Grant funding is money awarded by a government agency, foundation, university, nonprofit, corporation, or innovation program to support a specific project, mission, research effort, commercialization milestone, or public-interest goal.
Also called startup incubator
An incubator is a support environment for turning a nascent idea or early company into a startup that is more ready for customers, funding, or an accelerator.
An indie hacker is a founder who tries to make money independently by building and selling an internet-based product, usually without venture capital, a large team, or a traditional employer.
Who gets paid first in an exit or liquidation.
Also called liq pref
A liquidation preference defines how preferred shareholders are paid before common shareholders in a sale, liquidation, or similar event.
Plain-English example
With a 1x non-participating preference, an investor generally chooses between getting their money back first or converting to common.
Watch out
High valuation can be offset by investor-friendly preference terms.
Also called non-dilutive capital
Non-dilutive funding is capital a startup receives without issuing equity or reducing existing shareholders' ownership percentage.
Also called open-source go-to-market
Open-source GTM means using an open-source project as the core go-to-market engine for a commercial company.
Equity reserved for employees and advisors.
Also called employee option pool
An option pool is a block of company equity reserved for current and future employees, advisors, and other contributors.
Plain-English example
A Series A investor may ask for a 10% post-financing pool so the company can hire executives and engineers.
Watch out
A pre-money pool increase usually dilutes existing holders before the new investor invests.
Also called oversubscribed
A round is oversubscribed when investors want to commit more capital than the company is willing or able to accept.
A party round is an early startup financing round with many small investors and no clear lead investor, or only a very weak lead.
Also called pay to play
In venture financing, pay-to-play is a provision that requires existing investors, usually preferred stockholders, to participate in a future financing round to preserve some or all of their preferred-stock rights.
A pivot is a structured change in a startup's product, customer, market, business model, channel, technology, or growth strategy after evidence shows that the current path is not working well enough.
Platform risk is the business and technical risk that comes from building a product, distribution channel, workflow, or business model on top of a third-party platform you do not control.
Also called pre money
Pre-money valuation is the agreed value of a company immediately before a new investment round closes.
Also called pre-seed round
Pre-seed is the earliest named startup financing stage, usually raised before a company has enough product, traction, revenue, or institutional validation to raise a traditional seed round.
The right to maintain ownership in future rounds.
Also called pro rata rights
Pro rata rights let an investor buy enough of a future financing to maintain their ownership percentage.
Plain-English example
An investor owning 5% may have the right to buy 5% of the next round.
Watch out
Pro rata is usually a right, not an obligation.
When a product strongly satisfies a real market need.
Also called PMF
Product-market fit is the state where a product solves an important problem for a clearly reachable market well enough that demand becomes durable and repeatable.
Plain-English example
A product may show PMF when users would be very disappointed without it, usage is sticky, and sales become repeatable.
Watch out
PMF is not one metric. It is a cluster of evidence.
Ramen profitable means a startup makes just enough money to cover the founders' basic living expenses, usually with an extremely lean cost structure.
Also called recap
Recapitalization, often shortened to recap, means changing a company's capital structure.
A rolling close is a financing structure where a startup completes a round through more than one closing date, accepting investment from investors as each investor is ready to sign documents and fund, while keeping the same round open for additional investors for a defined period.
Simple Agreement for Future Equity.
Also called Simple Agreement for Future Equity
A SAFE is an agreement where an investor gives a startup money now in exchange for the right to receive equity later, usually when the company raises a priced round.
Plain-English example
A startup raises $1M on a SAFE with a $10M valuation cap. At Series A, the SAFE converts using the agreed conversion mechanics.
Watch out
A SAFE is not free money and not usually debt. It is future dilution waiting to be modeled.
Also called discount rate
A SAFE discount is the economic term in a Simple Agreement for Future Equity that lets the SAFE investor convert their investment into stock at a lower price per share than the new investors pay in a future priced equity financing.
Also called scout economics
Scout carry is the carried-interest upside a venture scout receives for sourcing, referring, or directly investing in a startup on behalf of a venture fund.
Also called referral note
A scout note is the scout's concise investment-context note for a referred startup.
Also called VC scout program
A scout program is a structured venture-capital program that recruits external people to help a fund discover, refer, evaluate, or sometimes invest in early-stage startups.
Also called secondary transaction
A secondary sale is the sale of existing shares or other equity interests by a current holder to a new buyer.
Also called seed financing
A seed round is early outside capital raised to turn a promising startup idea or early product into a company with enough evidence for the next stage.
Also called A round
Series A is the first major priced venture round after seed, used to scale a startup that has early evidence the business can work.
Also called deal signal
A signal is a piece of evidence that changes how someone estimates a startup's quality, risk, momentum, or fit.
A solo founder is a startup founder who starts and leads a company without a cofounder.
Stealth mode is a startup operating strategy in which the company deliberately limits public visibility while it builds a product, secures intellectual property, tests privately, raises from trusted investors, or prepares a controlled launch.
Also called strategic
A strategic investor is an investor that backs a startup partly or primarily for business reasons beyond direct financial return.
Also called angel syndicate
A syndicate is a coordinated group investment into a deal, typically led by one investor and funded by multiple backers.
A syndicate lead is the person or entity responsible for leading a deal-by-deal group investment into a startup.
Technical debt is the future cost of choosing a faster, easier, or locally convenient technical approach now instead of a more sustainable approach that would make future change easier.
Technical diligence is the structured review of a company's technology, engineering practices, architecture, codebase, infrastructure, security, data, technical team, IP, and product-delivery capability before an investment, acquisition, partnership, or major enterprise purchase.
The negotiated blueprint for an investment round.
Also called financing term sheet
A term sheet summarizes the key economic and control terms of a financing before the final legal documents are drafted and signed.
Plain-English example
A Series A term sheet can include valuation, investment amount, board composition, option pool, liquidation preference, and pro rata rights.
Watch out
The highest valuation is not always the best deal if the rest of the terms are harsh.
A ceiling on the conversion valuation for a SAFE or note.
Also called valuation cap
A valuation cap sets the maximum company valuation used to convert an early investment into equity, giving early investors a better price if the next round is priced higher.
Plain-English example
If the cap is $10M and the next round prices at $20M, the early investor usually converts as if the valuation were $10M.
Watch out
A valuation cap is not the current valuation. It is a conversion rule.
Venture debt is a loan or credit facility designed for high-growth startups, typically companies that have already raised institutional venture capital and may not qualify for traditional bank debt because they lack profitability, long operating history, predictable cash flow, or hard collateral.
Also called startup studio
A venture studio is an organization that systematically creates new startups by generating or sourcing ideas, validating them, building early products, recruiting founders or operators, providing shared resources, and retaining meaningful equity in the companies it helps create.
Also called warm introduction
A warm intro is a relationship-based introduction where the intermediary's trust and context make the recipient more likely to pay attention.
Also called stock warrant
A warrant is a security or contract that gives the holder the right, but not the obligation, to buy a specified number or value of company shares at a specified exercise price before a specified expiration date.
Source and update disclosure
Source basis
Every published term requires an Upseed-authored definition, a completed review, high source confidence, and at least one HTTPS source. Each entry links to one primary or representative source and states how many sources were reviewed.
Last reviewed
June 5, 2026
Known limits
Startup and investment language can vary by market, document, and jurisdiction. These definitions explain common usage and are not legal, financial, tax, or investment advice.
Upseed is an independent guide. Definitions are educational explanations, not representations made on behalf of the organizations or sources linked.