Angel investor
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.
Canonical Upseed vocabulary
Plain definitions for the funding, ownership, program, metric, and ecosystem language you encounter while building or backing a startup.
Capital & Financing
71 reviewed definitions in the current glossary
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.
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 non-dilutive capital
Non-dilutive funding is capital a startup receives without issuing equity or reducing existing shareholders' ownership percentage.
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.
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.
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 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 strategic
A strategic investor is an investor that backs a startup partly or primarily for business reasons beyond direct financial return.
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.
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.