Concept-of-the-week
Anti-dilution clause
You raised a Series A at $1.00 per share with broad-based weighted average anti-dilution. Standard terms. You moved on.
Eighteen months later, market conditions soften. You close a Series B at $0.85 per share, a 15% step-down. The lead also insists on refreshing the option pool by 4% pre-money.
Run the math. The Series A conversion price adjusts downward, issuing bonus shares to protect your earlier investor. Separately, the pool top-up comes entirely out of pre-money, diluting founders and employees but not the new investor.
And here's the trap most founders miss: a pool expansion is itself a share issuance at a low price. If your anti-dilution carve-outs don't explicitly exclude board-approved option pool increases, the pool refresh itself triggers the conversion adjustment, stacking a second round of dilution on top of the first.
Two dilution events, one cap table, and founders absorb both.
Before you sign, stress-test the term sheet against a flat round paired with a pool refresh. Ask your lawyer to list every triggering event, and insist board-approved grants sit outside it.
What we’re watching
NVCA’s 2026 yearbook data
Source: NVCA.org
The National Venture Capital Association (NVCA) 2026 Yearbook, released on April 13 with PitchBook data, landed as a snapshot of an industry split in two. US VC firms closed $320 billion across 15,352 deals in 2025, the second-highest on record, with AI absorbing 65.4% of deal value. But exits totaled just $217 billion across 1,463 deals, leaving 859 unicorns worth $4.34 trillion mostly stuck. Only 30 to 40 unicorns exited last year.
Here's what we think this means for founders, in two parts.
First, fundraising is now top-heavy. The top ten funds captured 32.9% of all VC capital in 2025, up from 13% in 2021, while first-time fund formation collapsed to 101, the lowest since 2011. Fewer emerging managers means fewer competing term sheets at Seed and Series A.
Second, liquidity has shifted. Secondaries now exceed $100 billion annually, rivaling IPOs and M&A as the primary liquidity route. Employee tender offers and partial founder sales are moving from optional to expected.
Plan for liquidity you can manufacture, and negotiate knowing leverage at the top of the market has consolidated.
This week’s highlights
Amazon to acquire Globalstar for $11.57B in cash to scale its Leo satellite ambitions (Source)
Slate Auto raises $650M Series C led by TWG Global to fund sub-$30K EV pickup launch (Source)
SiFive raises $400M at $3.65B valuation, led by Atreides; Nvidia joins for RISC-V AI chips (Source)
Glydways raises $170M Series C co-led by Suzuki, ACS Group, Khosla; eyes $250M extension (Source)
Kailera Therapeutics files to raise up to $533M in IPO for its GLP-1/GIP obesity pipeline (Source)
Slash raises $100M Series C at $1.4B valuation, led by Khosla Ventures and Ribbit Capital (Source)
See you next week,
Team EquityList
