A comprehensive guide to terms you've had to Google at least once as a tech startup founder
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A 409a valuation is an independent appraisal of a private company's fair market value (FMV). That helps startups determine the price of their common stock – like the shares employees can purchase, which are different from preferred shares, typically received by investors. The valuation VCs look at doesn't usually take the 409a valuation into account.
Accrual basis or accrual accounting is when you record your income when you earn it, and an expense when you incur it. On the other hand, on a cash basis you record income when you receive it, and you record an expense when you pay it.
Basically, cash basis takes into account the fact your customer might pay you in the future, and that your startup might pay suppliers also in the future, through installments and intermediaries such as credit card companies. These are account receivables and account payables. Learn more about the basic accounting foundation for your startup.
An acquisition is when one company buys out the other. Simple as that. Unless you're talking about customer acquisition, of course, which is a whole other thing (see CAC).
True to their name, angel investors are individuals who are willing to take a risk in you when almost no one else will. The most sophisticated angels bet on several nascent startups, building their own portfolio and often using their knowledge and network to help lead those companies in the right direction.
Angel syndicates are “clubs” of angel investors who pool their resources together to invest in companies on a per-deal basis. That allows for individual investors to invest a smaller amount than they would normally be able to if they were investing alone, and choose the companies they commit capital to. Syndicates usually have a lead investor. Learn more Learn more about what are angel syndicates and how they work here.
The Average Revenue Per Account (ARPA) is usually calculated per year or month as an indicator of profitability and growth. The formula is pretty straightforward: if your company has 100 accounts and is generating $100,000 in revenue monthly, the ARPA would be $100,000 / 100 = $1,000 per account per month.
As simple as it may seem, it can help you understand monthly customer trends, the products that are driving the most revenue and to what level customers subscribe (if you have different subscription plans).
ARPU looks a lot like ARPA, except this time we're measuring the Average Revenue per User. How's that different, you ask? Well, a B2B company can have accounts with multiple seats. Take Slack, for example: their pricing plan is based on active users in a workspace. That means that if a company (account) uses Slack for employees to communicate, the number of users will grow as this company hires. If the price per user is the same and all users are active every month, ARPU remains unchanged, while ARPA increases.
Annual Recurring Revenue/Monthly Recurring Revenue (ARR/MRR) is the part of your revenue stream that you can count on consistently, on an annual or monthly basis. It's the sum of all subscription revenue, which often includes all new business subscriptions and upgrades (sometimes called expansion), minus downgrades (or contractions) and cancelled subscriptions. By the way, tracking those subscription segments separately can also help decipher where revenue is increasing or decreasing.
Once you learn ASP stands for Average Selling Price, it can be pretty self-explanatory. The trick here is knowing you can either apply this metric to a specific product or service or, more broadly, to an entire market. Although it can be used in almost every type of business, ASP tends to offer more insight to businesses that sell in higher volumes.
When used as a comparison between your company and competitors, it can tell you a lot about the effectiveness of a marketing and sales team, your position in the market, and how much a product or service has been commoditized.
The balance sheet is the statement that people know the most. On your left, you have your assets, also known as the stuff that you own. On your right, you have both your liabilities and your equity: stuff you have to pay, and what's left for the shareholders. The sides must be equal. Which means that total assets = total liabilities + total equity.
You can use the balance sheet to assess the health of your business. Some concepts that we see inside the balance sheet are cash position, total debt, and operating working capital. Learn more about the basic accounting foundation for your startup.
Burn multiple is how much cash you have to burn to grow. The less cash you burn, the better, of course. And this is how you calculate it: Burn multiple = net burn / net new annual recurring revenue.
Net burn is another name for burn rate. That's the amount of money your startup loses in a certain period of time, draining your cash reserves and shortening your runway.
Then, there's net new annual recurring revenue (NNARR). That's the yearly value of new accounts added to your business + new upgrades in value you had in existing accounts - value lost in reduced or closed accounts. Learn more about the basic accounting foundation for your startup.
A C Corporation (C-Corp) is a legal entity that serves as an intermediary layer between the business's operators and owners – who may or may not be directly involved in operations. C-Corps organize their equity in the familiar structure of shares.
The C-Corp is notorious for its "double taxation," meaning 1) the owners are responsible for paying personal income taxes on earnings from dividends or the sale of C-Corp shares, and 2) the C-Corp is responsible for paying yearly corporate income taxes.
It's common for startups to set up as C-corps, but if your operation is in LatAm, it can become a huge expensive headache down the line.
Learn more about what's a C-Corp and how it is different from an LLC.
Customer Acquisition Cost (CAC) is how much you need to find a potential customer and convert them into a real one. And that's how you find it in a certain period: CAC = Total marketing and sales expenses / New customers acquired.
Everything that is marketing or sales related should be in this equation: salaries, commissions, tools, ads... When you add up all these expenses in a certain period of time and divide the total by the number of customers acquired in that same period, you have your CAC. That plays a very important role in understanding profitability and efficiency. Learn more about the basic accounting foundation for your startup.
Part of Latitud's Fundraising Playbook and popularized by our mentor Jason Yeh, building calendar density means getting your agenda out there and scheduling meetings with all investors that are relevant to your business in the span of a few weeks.
It's a tight window of time where everyone gets to know you, your business, and that you're fundraising now. You keep your leverage, and investors have to decide quickly if they're in or out. It's all part of the strategy and planning behind the process: if you space pitch meetings too much, you run the risk of staying on the back burner while the funds go after the hottest deals.
A cap table is essentially a list of who owns what in a company. Clarifying this information early on can be important to help prevent any future conflicts. Learn more about cap table here.
A cash flow statement starts where the income statement ends: at the net income of your company. The net income must go through some adjustments, such as capex (money spent on things like equipment and properties) and debt repayment, to get to the last line of the statement: free cash flow.
That's basically the variation in the amount of money in your bank account: how much you've earned or burned at the end of the period analyzed in the statement, such as a month or a quarter. Your cash flow can be positive or negative.
You can use your cash flow statement to check your startup's runway.
A Cayman Sandwich is the nickname given to the corporate structure commonly used by Latin American startups to attract fearless investments, streamline procedures, and achieve tax efficiency.
The name of this business structure is simply due to the three layers of the Cayman sandwich, which are: a Cayman holding company, with investors and individuals holding shares at the top; a Delaware LLC intermediary, optimizing for exits and adding disclosure advantages; and a LatAm operating company, isolating all of the legal liabilities.
It's how many of your customers decide not to be your customers anymore in a certain period. Churn is the enemy of LTV, which you can read about if you keep scrolling.
A cliff is the gap of time between the moment a stock option grant is offered and when an employee will start vesting their shares. A cliff of about 1 year is pretty standard practice to make sure no one's leaving the company with shares in their pocket without adding some value first.
The contribution margin answers a simple yet fundamental question: when your revenue is big enough, will you actually have a healthy business? You can answer that with a simple calculation: Contribution margin = net revenues - (variable costs + variable expenses).
Net revenue, also known as net sales, sits right between your gross revenue and your net income. It means means your sales minus adjustments like refunds and discounts. Some examples of variable costs and expenses are raw materials, shipping, marketing expenses and credit card fees. Then, the contribution margin shows how much money remains after you have covered all variable costs and expenses. Learn more about the basic accounting foundation for your startup.
When startups are young, it's so tricky to agree on a valuation (and the investor's ownership percentage) that sometimes it's easier to just put it off. Convertible notes allow investors to make an investment as a loan, usually at the seed stage. But instead of paying the investor back in cash, the amount is converted (hence the name) into equity once it's easier to determine the company's value, usually at a series A round.
Remember, this is debt, so it will likely carry interest. That should be part of the note's terms, as well as the discount rate, the maturity date, and the valuation cap. Learn more about the differences between priced equity rounds, convertible notes, and SAFEs.
Daily Active Users/Monthly Active Users (DAU/MAU) is an important piece of data to learn about your user base's engagement. If you are trying to start the next Facebook you will want to know how “popular” your app is with your target audience. Does it keep people wanting to come back for more?
If you want to measure continued engagement, aka "stickiness" of your platform, the DAU:MAU ratio is also a valid metric. When DAU and MAU are combined, they tell the story of your growing customer base alongside your ability to engage users more frequently. The closer to 100%, the better.
A digital certificate is a digital document that verifies the identity of a person or organization, and provides information about where the certificate was issued and when it expires. Put simply, a digital certificate is a token file that tells you who someone is. Think of it like a passport, but for the internet.
Digital certificates are only valid if issued by recognized certification authorities. You'll need them if you want to prove your identity as an individual or as an organization online – to show the world you are who you say you are so that others can trust you. Learn more about digital certificates.
A drop-dead date means a certain action will happen if a deadline is not met, and this certain action is often related to an investor selling his shares and getting their money back. A drop-dead rate could relate to further funding or even an IPO.
Drag-along rights enable a majority shareholder to force minority shareholders to join in a company's partial sale. If the investor finds a buyer who wants more shares than the investor can offer, other shareholders, like founders, could be required to also offer their shares and complete the deal under the same conditions.
Economic Substance (ES for short) is an international tax co-operation law from 2018. It was designed to ensure that there is substance (i.e. a legit business) behind the income streams that are under Cayman company structures.
ES legislation does not apply to all entities in the Cayman Islands. Rather, it focuses on certain “Relevant Entities” carrying out certain “Relevant Activities.”
It sounds ominous, I know. But suffice to say it applies to holding companies with subsidiary entities underneath. So you might as well get ready for the ES Test if you're looking to set up an international fundraising-ready company structure. Learn more about economic substance and the ES Test.
Equity pool and option pool mean the same thing: they're the number of shares the company has set aside only for the ESOP.
ESOP stands for Employee Stock Ownership Plan, and it is an employee incentive plan often used to attract and retain top talent – think of it as the ultimate employee benefit. The ESOP sets aside a number of shares of the company and establishes the terms and conditions for offering employees an opportunity to buy company stock at a set price.
Learn more about ESOPs if you're a founder or check what you should know if you're an employee of a company with an ESOP. Also, check out our ESOP-specific glossary.
An exercise is the act of buying the shares offered in an option grant. Bonus knowledge: the strike price is how much the option 'grantee' (like an employee) generally pays for the shares when exercising – which is determined by the FMV at the time the option grant was offered.
The Fair Market Value (FMV) is the price a share would sell for in a public market. It's often used as a north star to determine strike prices in option grants.
Fast-moving water is an expression dear to our friends at NFX. Imagine that technologies and their respective markets are part of a river. There are going to be pieces of the river where the water is moving faster (maybe on the sides of rocks). Likewise, there are going to be pieces of water that are moving slowly or even backward (think of the eddies that are just behind rocks).
You need to make sure that you've appropriately thought about where the currents are moving to so that they will help you, not hinder you, as you go forward. And, if you find yourself or your startup in an eddy, you need to violently move to a current that's more fast-moving. That means: being creative, shifting your mindset, reshaping your business strategy, and being focused until you're making a splash and offering what your market really needs.
Taking a startup to success is already a hard journey. If you're fighting the current while at it, selling something that people don't really feel the need for, it’s a nearly impossible task.
Favored nation rights are something many early-stage investors are eager to get and that founders should be selective about. With these rights, they get better terms when future investors get better terms.
The income statement starts with how much money you made from sales (also known as gross revenues). Each line you go down in the income statement, more expenses are taken from your sales. At the end of the statement, you reach the net income (also known as net earnings or net profit/loss).
The important thing to know about an income statement is that you use it when you need to analyze the profitability of your startup. Use the income statement to review financial indicators such as the contribution margin of your company.
An involuntary termination is a company-initiated dismissal of an employee (legalese for 'firing').
An initial public offering, or IPO, is when the company starts trading shares in a public stock market and its executives get to ring a bell or press a cool button to celebrate it.
An ISO is an incentive stock option, a US-specific type of stock option grant only applicable to employees who are US residents. It offers taxation benefits.
Ladder of proof is another concept that's dear to our friends at NFX. In the ladder of proof, each step is a predictor of risk or success. Rapid growth, a great team, and paying customers are some examples. If some steps are super well-made, the investor will likely ignore some flimsy ones.
Know your investor so that your strongest steps are also the ones they consider the most important. Bring all those data points and help the investor climb your startup ladder. At the end of it, there must be a sizable opportunity and a worthwhile investment.
Every term sheet has liquidity clauses. They determine how and in which order investors will get paid, and also serves to protect them if startups exit at a value lower than expected. There are good and bad liquidity clauses in this world, know what it what!
A liquidity event is an action that allows shareholders to cash out on some or all of their investments, aka get those monies! A liquidity event can be a merger, acquisition, initial public offering, tender offer, etc.
A Limited Liability Company (LLC) is a type of organization made up of members, not shareholders. Each of these members pay taxes on a portion of their personal income. As you might have just noticed, the LLC is fundamentally different from a C-Corp in the way it organizes its equity. Its ownership stakes are divided into membership unitsinstead of shares.
This type of tax structure is also known as a "pass-through" because, in practical terms, the company itself owes no corporate taxes – fiscal responsibility is passed on to the individuals behind the business. Learn more about what's an LLC and how it is different from a C-Corp.
“Limited Partners” (LP), aka “Silent Partners,” are investors, often in VC funds, that have ownership in the companies those funds invest in. The “Limited” part of their name refers to their ownership and obligations, most importantly that they cannot assume no more of the company's debt than what they invested into the company.
LTV or Lifetime Value refers to how much value a customer brings to your company while they stay a customer. A high LTV likely means you have good retention rates and clients keep generating revenue for the company. Here's the deal: LTV = Monthly or annual contribution margin per client / Monthly or annual churn.
A very important point here, in terms of LTV calculation, is that you should calculate your LTV not based on revenue. You should consider your variable costs and expenses and calculate the LTV based on the contribution margin. Learn more about the basic accounting foundation for your startup.
LTV:CAC is a ratio that seeks to understand the long-term profitability of your company, and helps answer an important question: are you spending more on finding customers than you are earning from those customers in the long run? If your answer is YES, then you have work to do.
A good rule of thumb is to have an LTV:CAC ratio of 3 or above. Calculating it is no picnic, but it can be done.
A merger is when two companies combine into a single one.
Member Get Member (MGM) is a strategy that relies on customers to recruit new customers – sometimes through small incentives, other times just relying on the concepts of scarcity, exclusivity or FOMO (fear of missing out). Remember when you were looking for an invite to Clubhouse?
Milestone-based vesting is when earning the right to purchase shares in an option grant is tied to an employee's specific performance milestones. Not a very standard practice, we must say.
NDA stands for Non-Disclosure Agreement, that thing you ask investors to sign when you have no trust on your idea and you want to tell them it can be easily copied if shared (seriously, don't ask them to sign an NDA).
A notice of exercise is a written, formal notice of an employee's purchase of shares according to the terms of their option grant.
A notice of grant is a written, formal notice establishing that stock options are being offered to an employee.
If you like filling out surveys, then this one is right up your alley. The Net Promoter Score (NPS) is a single survey question used to understand customer satisfaction: "On a scale of 0 to 10, how likely are you to recommend this product to a friend?" Odds are you have been prompted to answer this question before.
NPS has a specific methodology behind it, so make sure you calculate your results right. A strong NPS score means your product is well-received AND positively talked about, keep going!
A NSO is a non-qualified stock option, meaning it does not qualify for the IRS's incentive taxation treatment. It is offered to international employees.
PMF is the famous Product-Market Fit: the idea that your product’s success depends on its “fit” into the market it's addressing.
Your product must meet the needs and desires of consumers, or else it will not take off. The unofficial holy grail of the startup world, everyone is trying to "find" it. a16z has written more and better about it than we ever will. 🙂
As the name suggests, a post-money valuation is the resulting value of a company after money is invested. If the post-money valuation of a company is $10 million and the investor is putting in $2 million, the math is simple: you’re selling 20% of the company.
A pre-money valuation is how much a company is valued before a new investment is in. The idea here is that after a company completes said round, its valuation will increase in comparison since it received capital from investors. To use the same example we used in "post-money," if the post-money valuation of a company is US$ 10 million and the investor is putting in US$ 2 million, then the pre-money valuation is actually US$ 8 million.
When an investor comes to you and says they’ll invest US$ 2 million at a US$ 10 million valuation, there can be a massive difference in value (and dilution) depending on whether they mean pre- or post-money. If they mean US$ 10 million pre, the post-money valuation is US$ 12 million. Otherwise, the pre-money valuation is actually only US$ 8 million.
Needless to say, there’s a big difference between US$ 2 million being invested at US$ 8 million pre-money or US$ 10 million pre-money. That’s 5% of your company you’re talking about!
A priced equity round is a direct exchange of money for preferred shares at an agreed-upon price. Investors and founders know exactly what they’re getting and giving up. In bigger rounds, they’re always the chosen investment vehicle.
Smaller rounds don’t merit the amount of time and money needed to deal with the upfront accounting and administration, such as attorney fees and due diligence. And that’s why convertible notes and SAFEs were thrown into the mix, paying clarity as the price. Learn more about the differences between priced equity rounds, convertible notes, and SAFEs.
Pro-rata rights give the investor the right to maintain their percentage of ownership during future investments. So after another investment round, you’ll have to accept further investments and issue additional stock for companies with pro-rata rights.
Protective provisions are basically veto rights. They're one of the main control features an investor has over certain decisions of the company. Protective provisions are a normal topic of discussion during term sheet negotiations.
Repurchase, also known as corporate repurchase, refers to when a company buys back its shares from existing shareholders.
Like Netflix, a rolling fund requires that investors subscribe to the fund to get access to deals. Unlike Netflix, on rolling funds you only have access to deals closed while you're subscribed – so not every "show" in the "catalog."
Rolling funds don't ever have to stop fundraising (or deploying capital, as long as it's available), so it works in a more flexible model compared to traditional VC funds.
Check out the Latitud Fund, Latin America's first rolling fund.
Runway shows how many months do you have left considering how much cash you're burning per month in your business. Learn more about the basic accounting foundation for your startup.
Rome was not built in a day, and odds are your company will take a while to generate significant returns to shareholders – including the ultimate investors, the founders. For some, that can sometimes be too long.
Secondaries allow shareholders to sell part of their personal shares early, before a liquidity event. So along with an M&A and an IPO, it's considered "the third type of exit."
While some investors may not be too fond of the idea, most will understand if a founder takes cash off the table for some personal financial comfort (and is transparent about it).
A SAFE, or Simple Agreement for Future Equity, is a legally binding agreement between investors and a startup that gives the investors the right to receive equity in the future. It looks a lot like a convertible note, but it isn’t debt.
SAFEs have no interest or maturity rate. But they may have a discount rate, a valuation cap, and/or other clauses that may also be found in a convertible note. SAFEs are usually simpler and shorter than most convertible notes, although they require attention so that founders don't get overly diluted nor do investors get "under-converted."
Here are YC's SAFE templates (they started all of this!).
Learn more about the differences between priced equity rounds, convertible notes, and SAFEs.
Here's a great reflection on risks and expectations of post-money SAFEs.
A share plan is the same as an ESOP.
A SOP is a Stock Option Plan, the same as an ESOP and as a share plan. I know, we're redundant.
Special Purpose Vehicles (SPV) allow investors to pool their money into an entity created solely to invest in ONE company. So the "vehicle" is generally a temporary company, a "pass-through" LLC. The "special purpose" can be, for example:
Find out more about SPVs here and here.
The strike price is how much each individual share will cost when exercising a stock option grant. It's the price per share set on the stock options offer.
You can think of stock options as an invitation to buy shares of a company you work for. A stock options grant offers an employee the opportunity to do so, following the company's terms and conditions for how many shares you're allowed to purchase, how long you need to wait before you can start buying them, and how much you'd be paying.
A tender offer (that they can't refuse) is when an investor or the company itself offers to purchase shares from existing shareholders in a company.
A term sheet is a document that outlines all the conditions of a business agreement – such as investment in your startup! Term sheets and side letters have some key clauses, standard ones. But additional clauses, that grant the investor more benefits, are not exceptions.
Any terms you agree on for one investor will set the tone for the ones that follow, so keep that in mind during negotiations. Some of the most common term sheet pitfalls relate to control clauses, liquidity clauses, and most favored nation rights – know all about these tricky clauses here.
An ultimate beneficial owner (UBO) is a person who directly or indirectly owns, controls or benefits from a business. If companies are known to have "branches", you could say that the ultimate beneficial owners are something like the roots.
In concrete terms, a person is an ultimate beneficial owner if: 1) their ownership percentage is equal or greater than the local authority's disclosure threshold, ranging between 5-25% for LatAm; 2) they control a percentage of votes equal or greater to that of the disclosure threshold; 3) they have the power to appoint or remove the majority of the board of directors; 4) they have influence over decision-making. Learn more about being an ultimate beneficial owner (UBO).
Unit Economics allows you to quantify the sustainability and profitability of your company in the long term. Analyzing some key metrics per unit and asking yourself some guiding questions will help you understand what parts of your business model are working and not working.
Learn more about it in this podcast with Mariana Donangelo, Partner at Kaszek. Also, learn more about the basic accounting foundation for your startup.
The valuation cap is an important part of SAFEs and convertible notes, limiting the price at which a note will convert into equity. It serves as a reward to investors for taking the risk earlier on: if a priced round is raised at a valuation that exceeds the cap, investors are guaranteed to have paid less per share than a later investor would. See an example of how that works here.
Vesting is good practice in startups to guarantee that every stakeholder that works for the company – like a co-founder, a key hire, or even an advisor – adds as much value to the company as they own in equity. It's the process of earning the right to purchase shares offered in an option grant. Vesting can be time-based or milestone-based. Learn more about vesting agreements.
A vesting schedule is the timeline for accruing rights to purchase shares, i.e. over the course of how many years. Safe to say, vesting schedules of 4 years with a 1-year cliff are pretty common for employees, but they can vary a lot especially for co-founders and advisors.
A voluntary termination results from an employee's decision to leave the company of their own volition (legalese for 'quitting').
Your operating working capital is the amount of money that you need to run your business. Loud and clear. But very few entrepreneurs know how to actually calculate it. We've got you covered: Operating working capital = (account receivables + inventories) - account payables.
Account receivables are things you sold but your customers still haven't paid you. Account payables are things you have bought from suppliers but still haven't paid them. You need to know your position on both fronts. Inventories is simple: it's the cost of the things you have in stock. If you pay 20 cents per water bottle and have 100 of them in your stock, yout inventories are worth US$ 20. Learn more about the basic accounting foundation for your startup.
This one is a bit of a tongue twister. YoY/QoQ/MoM/WoW or Year/Quarter/Month/Week over Year/Quarter/Month/Week is a term for when you compare any of your company's metrics over time.
For example, if you had 10 users in January and 20 in February, you had 100% user growth MoM.
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