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Process language

Soft circle

A verbal indication from an investor of a specific amount they intend to invest, subject to conditions.

Why it matters

A soft circle is not money. It is a statement of intent that depends on a lead emerging, a committee approving, or the round coming together. Counting it as committed capital is how founders convince themselves a round is closing when it is not.

A worked example

An investor says they are "in for $500K once you have a lead." That is a soft circle, and it disappears if no lead appears.

What is typical

A meaningful share never converts. Track soft circles separately from committed capital and assume attrition.

Related terms

Allocation

The specific dollar amount an investor is taking in the round.

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Lead investor

The investor who sets the terms, does the deepest diligence and usually takes the largest allocation.

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Term sheet

A mostly non-binding document setting out the proposed valuation, structure and key economic and control terms of an investment.

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Run your raise on this

VCTerminal models these terms on your real cap table, so you can see what a term sheet pays you before you sign it.

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