Apicus · a field guide for founders
Everyone talks about VC, angels, friends & family, and loans. Almost nobody talks about strategic corporate capital, non-dilutive grants, or revenue-based financing. Explore every path, with the documents, the pitfalls, and the actual people to call.
No. 01 · The landscape
Every card shows typical check size, how much of your company it costs, and how fast the money lands. Click any card for the deep dive: pitfalls, documents, and who to contact.
No. 02 · The one nobody tells you about
Large corporations invest billions into startups every year through corporate venture arms and partnership programs. They bring things a VC never can: distribution, pilot customers, and instant credibility.
Start with the corporate development or CVC arm of companies already adjacent to your product, then work partner programs in parallel. Full contact list in the
No. 03 · Side by side
Typical ownership given up in a single raise from each source. Bars are representative midpoints; real terms vary with stage, leverage, and negotiation.
Post-money basis: each bar is the share of the company after that raise. Venture debt shown as warrants worth roughly 1% of the company. Crowdfunding shown for equity campaigns; rewards campaigns cost 0%.
| Source | Typical check | Dilution | Speed to cash | Repayment | Best stage |
|---|
Speed to cash: five dots means money lands in days; one dot means many months.
No. 04 · How big is "huge"?
"VCs need a huge market" is true but useless, because "huge" is set by fund math: a fund's winners must be able to return the whole fund, so the fund's size dictates the outcome it needs and the outcome dictates the market. A $50M seed fund and a $2B multistage fund are underwriting different companies. The ranges below are directional, but they're the ranges partners actually use.
The fund math, in one line: fund size ÷ ownership at exit = the exit that returns the fund once. A $100M fund holding 10% at exit needs a $1B exit from a single winner just to return the fund once, before fees, so they want each bet to be capable of that alone. Before pitching a fund, run this math on their fund size; it tells you what market story they need to believe.
| Investor type | Typical fund | Outcome they underwrite | Market they want | How they actually size it |
|---|---|---|---|---|
| Pre-seed & micro-VC | $10M – $75M | $250M – $1B exits | $500M+ TAM, growing | A niche is fine if the wedge credibly expands |
| Seed funds | $50M – $200M | $1B+ outcomes | $1B+ TAM, $10B preferred | Bottom-up: real buyers × realistic price |
| Multistage SaaS / tech | $500M – $3B+ | $10B+ IPO-scale winners | $10B+ TAM | The path to $100M+ ARR matters more than the TAM slide |
| Vertical SaaS specialists | $100M – $500M | $1B – $5B acquisitions | $1B – $5B TAM is acceptable | High win rate in the vertical plus expansion revenue per customer |
| Deep tech / frontier | $200M – $1B | New categories entirely | $10B+ future market | Cost curves: what becomes possible when the price drops 10x |
| Biotech / life sciences | $250M – $1B+ | Approved drugs at scale | Indication-sized: $1B+ peak annual sales, or orphan with pricing power | Patients × price × penetration, per indication |
| Defense / national security | $100M – $1B | Program-of-record revenue | Budget lines, not TAM slides: programs measured in $1B+ per year | Procurement budgets and a dual-use commercial market on the side |
| Consumer | $100M – $1B | Breakout brands & networks | $10B+ categories, 100M+ potential users | Frequency × spend and winner-take-most dynamics |
| Fintech | $100M – $1B+ | $1B+ outcomes | Revenue TAM: take rate × flows | The classic trap is citing payment volume as your market; they size your cut of it |
| Climate & industrial | $200M – $1.5B | Infrastructure-scale companies | Trillion-scale energy and materials markets | Market size is assumed; unit economics at scale decide everything |
Ranges are directional and shift with the market cycle. The invariant: pitch funds whose math your market can satisfy. A vertical product in a $2B niche is a bad pitch to a $2B multistage fund and a great pitch to a vertical specialist.
Investors ignore the TAM headline and sanity-check the SOM, because the SOM is what prices this round. Build all three bottom-up (buyers × price × attainable share) and be ready to defend every factor. A top-down "1% of a $60B market" is the fastest way to lose the room.
No. 05 · Protect the company
Y Combinator open-sourced the post-money SAFE (Simple Agreement for Future Equity), the default instrument for early fundraising. There are exactly three official variants, plus an optional side letter. All are free.
The workhorse. Sets a maximum valuation at which the SAFE converts. If you raise your priced round above the cap, the investor converts as if the company were worth the cap, rewarding early risk.
No cap. Instead, the investor converts at a fixed discount (commonly 10–25%) to whatever price the next priced round sets. Simple, but gives the investor no protection against a huge valuation jump.
No cap, no discount. Instead, if you later issue a SAFE with better terms to anyone else, this investor can adopt those terms. It's what YC itself uses for the $375k portion of its standard deal.
Optional add-on giving a SAFE investor the right to buy into your next priced round to maintain their ownership percentage. Pro rata is the most common side letter, not the only one: information rights, major-investor status, and MFN letters circulate too. Keep a register of every letter you sign.
YC's official PDF walking through conversion math, dilution examples, and when to use each variant. Read it before you sign anything.
When you graduate to a priced equity round, the National Venture Capital Association publishes the industry-standard term sheet, stock purchase agreement, and charter, free at nvca.org ↗.
Investors routinely mark up the cap SAFE to add a discount as well; at conversion they take whichever term yields more shares. It isn't one of YC's three official forms, but you will see it. Model both branches before signing.
No maturity date, no interest, no repayment clock. If the company is acquired first, the holder gets the greater of their money back or what conversion would have yielded; in a wind-down they stand ahead of common stock. Otherwise the SAFE simply waits for the priced round.
Qualified Small Business Stock (Section 1202) can exclude $10M+ of capital gains per shareholder on C-corp stock held five years (the 2025 tax law lifted the cap to $15M with a tiered 3-to-5-year schedule for new issuances). SAFEs generally don't start the clock until they convert into stock. Raise it with a tax advisor at formation, not at exit.
You don't need one. The pre-money SAFE was YC's original 2013 form: ownership couldn't be known until the priced round and dilution from stacking was shared with earlier investors. YC retired it in 2018 and the market standardized on post-money. You'll still meet pre-money SAFEs in older cap tables and the conversion math differs, so always check which form you're holding.
Post-money vs. pre-money matters. YC's current SAFEs are post-money: each SAFE's ownership is calculated after all SAFEs convert, so stacking many SAFEs dilutes founders, not earlier SAFE holders. Model your cap table before every signature. A spreadsheet now beats a lawyer's invoice later.
The SAFE is one page of the paper trail. Formation docs, convertible notes, KISS, the NVCA priced-round stack, and the paperwork for all ten funding paths.
No. 06 · Stay legal
Every check you cash is a sale of securities and it's legal only because an exemption makes it legal. Exemptions come with conditions and the conditions are where founders get hurt. Know which one your raise relies on before the first wire lands.
| Exemption | Raise cap | Who can invest | Can you advertise? | Filings |
|---|---|---|---|---|
| Rule 506(b) | No cap | Accredited investors, plus up to 35 sophisticated non-accredited | no public solicitation | Form D within 15 days |
| Rule 506(c) | No cap | Accredited only, verified: tax documents, a CPA letter, or (per 2025 SEC guidance) a high minimum investment with written representations | yes, freely | Form D within 15 days |
| Reg CF | $5M per 12 months | Anyone through a registered funding portal, subject to per-investor limits | limited: testing the waters, then tombstone ads | Form C, then annual reports |
| Reg A+ (Tier 2) | $75M per 12 months | Anyone, with investment limits for non-accredited buyers | yes, once qualified | Form 1-A, ongoing reports |
Most quiet SAFE rounds are 506(b) by default. The official rules live at the SEC's exempt offerings guide; state "blue sky" notice filings usually follow the federal ones. The tiniest friends-and-family rounds often rest informally on the statutory Section 4(a)(2) private-offering exemption; Reg D is its safe-harbor version, which is why lawyers steer you onto it.
Individuals with $200k income ($300k with a spouse) in each of the last two years, or $1M net worth excluding the primary residence, plus holders of certain securities licenses. "Sophisticated" (the 506(b) non-accredited allowance) means capable of evaluating the risk; document why you believed it.
Employee and advisor option grants rely on Rule 701, not Reg D; it has its own dollar caps and disclosure thresholds. And before granting anything, get a 409A valuation: the independent appraisal that sets a defensible strike price.
Rule 506(d): if a covered person (founders, major shareholders, certain promoters) has a disqualifying securities event, the exemption is void for the entire raise. Run the check before you take money with them attached.
Exemptions excuse registration, not dishonesty. Rule 10b-5 anti-fraud liability follows every number and claim you put in front of an investor. When in doubt about which exemption fits or what you can say publicly, that's the moment for an hour of securities counsel and it's the cheapest hour you'll buy all year.
No. 07 · Before you sign anything
A handshake with family is still a securities transaction. Use a SAFE or promissory note for every check, no matter who writes it.
7% to an accelerator plus 20% at seed plus 20% at Series A leaves founders around 60%; the option-pool top-ups investors require (created pre-money, so out of your side of the table) push it under 50%. Run the math on every stack of SAFEs before signing the next one.
Exhaust non-dilutive options first: customers, grants, partner programs. Equity sold at your weakest moment is the most expensive capital you'll ever take.
A clean $8M round beats a $12M round carrying a 2× liquidation preference, board control, or a ROFR. Ugly terms follow you into every future round.
You can fire an employee. You can't fire your cap table. Reference-check every investor with founders they've backed, especially the failed ones.
Own what you build: patents, trademarks, copyright, and trade secrets, plus the clocks already ticking.