Glossary
A
Accredited Investor
Someone who meets income or net-worth thresholds and can invest in private deals
An accredited investor is a person or entity that meets income, net-worth, or professional-credential thresholds set by the SEC, qualifying them to invest in private securities that aren't registered with regulators. For individuals, the main tests are $200,000 in annual income ($300,000 jointly with a spouse) over the past two years, or $1 million in net worth excluding a primary residence. Most angel deals are open only to accredited investors.
Full definition & examplesAngel Investing
Investing personal funds in early-stage startups in exchange for equity
Angel investing is the practice of providing financial backing to early-stage startups, typically in exchange for equity ownership. Unlike venture capital firms that invest institutional money, angel investors use their own personal funds. Most angel investments range from $5,000 to $100,000.
Full definition & examplesARR
Annual Recurring Revenue — the yearly value of recurring subscription revenue
Annual Recurring Revenue (ARR) is a metric used primarily by SaaS and subscription-based companies. It represents the annualized value of recurring revenue, giving investors a normalized view of a company's revenue run rate. ARR is one of the most important metrics for evaluating early-stage software companies.
Full definition & examplesC
Cap Table
Capitalization table — a record of who owns what percentage of a company
A capitalization table (cap table) is a spreadsheet or document that shows the equity ownership structure of a company. It lists all shareholders, their ownership percentages, and the types of securities they hold (common stock, preferred stock, options, warrants, SAFEs, etc.). Cap tables become increasingly complex as companies raise multiple rounds of funding.
Full definition & examplesConvertible Note
A debt instrument that converts to equity at a future financing round
A convertible note is a short-term debt instrument that converts into equity, usually at a discount, when the company raises a subsequent financing round. Unlike SAFEs, convertible notes carry an interest rate and a maturity date. They were the standard instrument for early-stage investing before SAFEs became popular.
Full definition & examplesCost Basis
The original purchase price of an investment, used for calculating taxable gains
Cost basis is the original value of an investment for tax purposes, typically the purchase price plus any associated costs. When you sell or otherwise dispose of an investment, the difference between the proceeds and your cost basis determines your capital gain or loss for tax reporting.
Full definition & examplesD
Dilution
The reduction in your ownership percentage when a company issues new shares
Dilution is the decrease in an existing shareholder's ownership percentage that happens when a company issues new shares, typically in a financing round. Your share count stays the same, but because the total number of shares grows, the slice of the company you own shrinks. Dilution is a normal and expected part of startup investing — the goal is for the company's rising value to more than offset the smaller percentage you hold.
Full definition & examplesDistributions
Cash returned to investors from exits, dividends, or fund liquidations
Distributions are cash payments returned to investors from their investments. They can come from various events: a company being acquired, going public, paying dividends, or a fund liquidating its positions. Distributions are the ultimate measure of realized returns — paper gains don't count until cash is actually returned.
Full definition & examplesDPI
Distributed to Paid-In — cash returned relative to capital invested
Distributed to Paid-In (DPI) measures how much cash has been returned to investors relative to the total amount invested. A DPI of 1.0x means you've gotten back exactly what you put in. A DPI of 0.0x means no cash has been returned yet (common in early-stage portfolios). DPI is sometimes called the 'realization ratio' because it only counts actual distributions, not paper gains.
Full definition & examplesG
Gain/Loss
The difference between what you received and what you paid for an investment
Gain or loss represents the difference between the proceeds from selling or disposing of an investment and its cost basis. Gains held for more than one year qualify as long-term capital gains with lower tax rates. Losses can be used to offset gains, reducing your overall tax liability.
Full definition & examplesI
IRR
Internal Rate of Return — the annualized return accounting for timing of cash flows
Internal Rate of Return (IRR) is the annualized return on your investment, accounting for the timing of cash flows. Unlike simple return multiples, IRR factors in when money was invested and when (or if) it was returned. A 3x return in 2 years has a much higher IRR than a 3x return in 10 years. IRR is the standard metric for comparing investment performance across different time horizons.
Full definition & examplesM
MOIC
Multiple on Invested Capital — how many times your investment has grown
Multiple on Invested Capital (MOIC) measures how many times your original investment has grown. A MOIC of 2.0x means your investment has doubled in value. Unlike IRR, MOIC doesn't account for time — a 2x return in one year looks the same as a 2x return in ten years. MOIC is useful for quickly understanding the magnitude of returns.
Full definition & examplesMonthly Burn
How much cash a company spends per month beyond what it earns
Monthly burn (or burn rate) measures how much cash a company spends each month beyond its revenue. For startups that are not yet profitable, burn rate determines how long the company's cash reserves will last (its 'runway'). Investors track burn rate to understand when a company will need to raise additional funding.
Full definition & examplesP
Post-money Valuation
The company's total valuation after an investment round
Post-money valuation is the total value of a company immediately after a round of financing. It equals the pre-money valuation plus the amount of new capital raised. For example, if a company has a $8M pre-money valuation and raises $2M, its post-money valuation is $10M. Post-money valuation determines how much of the company new investors own.
Full definition & examplesPPS
Price per share — the current estimated price per share
Price per share (PPS) is the price of a single share of a company's stock. In venture investing, PPS is determined during each funding round and is used to calculate valuations and ownership percentages. Your effective PPS may differ from the round PPS if you invested via a SAFE or convertible note with a discount.
Full definition & examplesPre-money Valuation
The company's value before new investment is added in a round
Pre-money valuation is what a company is worth immediately before it takes in new money in a financing round. Add the new capital raised and you get the post-money valuation. Pre-money is the figure founders and investors negotiate, because it determines how much of the company the new investment buys and how much existing shareholders are diluted.
Full definition & examplesPro Rata
The right to invest in later rounds to maintain your ownership percentage
Pro rata rights give an investor the option — but not the obligation — to put more money into a company's future rounds in order to maintain their existing ownership percentage. Without exercising pro rata, an early investor's stake gets diluted with each new round. Pro rata is one of the most valuable rights an angel can negotiate, because it lets you keep backing your winners.
Full definition & examplesQ
QSBS
Qualified Small Business Stock — may qualify for up to $10M in tax-free capital gains under Section 1202
Qualified Small Business Stock (QSBS) is a powerful tax benefit under Section 1202 of the Internal Revenue Code. If you hold stock in a qualified small business (a domestic C corporation with gross assets under $50M) for more than 5 years, you may be able to exclude up to $10 million in capital gains from federal taxes. This makes QSBS one of the most significant tax advantages available to angel investors.
Full definition & examplesQualified Purchaser
A higher tier than accredited — generally $5M+ in investments — that unlocks larger private funds
A qualified purchaser is a status above accredited investor, defined under the Investment Company Act. For individuals, the main test is owning at least $5 million in investments. Qualified purchaser status lets funds admit them under the 3(c)(7) exemption, which can accommodate far more investors than the funds limited to accredited investors under 3(c)(1).
Full definition & examplesS
SAFE
Simple Agreement for Future Equity — converts to equity at the next priced round
A SAFE (Simple Agreement for Future Equity) is an investment instrument created by Y Combinator that has become the standard for seed-stage deals. Unlike convertible notes, a SAFE is not debt — it has no interest rate or maturity date. It simply converts to equity at the next priced round, subject to a valuation cap and/or discount. SAFEs are simpler and more founder-friendly than convertible notes.
Full definition & examplesSPV
Special Purpose Vehicle — an entity created for a single investment
A Special Purpose Vehicle (SPV) is a legal entity (usually an LLC) created for the sole purpose of making a single investment. SPVs are commonly used by angel investors and syndicates to pool capital from multiple investors into one investment. The SPV appears as a single line item on the company's cap table, simplifying things for the startup.
Full definition & examplesT
TVPI
Total Value to Paid-In — ratio of current value to total amount invested
Total Value to Paid-In (TVPI) measures the total value of your portfolio (both realized distributions and unrealized paper value) relative to the total amount invested. A TVPI of 2.0x means your portfolio is worth twice what you put in, counting both cash returned and current paper value. Unlike DPI, TVPI includes unrealized gains.
Full definition & examplesV
Valuation Cap
The maximum valuation at which a SAFE or convertible note converts to equity
A valuation cap is the maximum company valuation at which a SAFE or convertible note converts into equity, regardless of how high the priced round is actually valued. It rewards early investors for taking on early risk by locking in a ceiling price: if the company raises its next round above the cap, the early money converts as if the company were worth only the cap amount, buying more shares per dollar.
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