Bridge round

Definition
A bridge round is a small, short-term raise that carries a company from one funding round to the next, or to a milestone that earns a stronger valuation.

Why it matters

A bridge buys a few more months of Runway, so a company can reach the number that lets the next round happen on better terms. Used well, it funds a clear, near-term proof point. Used badly, it signals that the business cannot reach that point on its own and is borrowing time.

Investors read a second or third bridge as a warning. The lever it moves is trust as much as cash.

How to apply it

  • Name the exact milestone the bridge buys and the date it should be reached.
  • Size the raise to that milestone, not to a comfortable cushion.
  • Structure it as a convertible note or a SAFE instead of setting a valuation nobody believes yet. Both turn into shares at the next round, often at a discount.
  • Tell existing investors first. A bridge they did not see coming reads worse than one they helped plan.
  • Watch cash weekly once the money lands, since it is meant to be spent on the plan.

What it is

A bridge round is money raised between two larger rounds. It is usually smaller than a normal round and often comes from existing investors, who already know the business and can decide quickly. It is meant to run out on schedule, at the point where the business can show a result that justifies a proper raise.

Bridges are most often written as a convertible note or a SAFE, which turn into shares at the next round, rather than as a priced round with a new valuation. That saves legal cost and avoids arguing about a valuation when the numbers are not yet strong enough to support one. Sometimes a bridge is instead an extension of the previous round, with the same terms and a few more investors.

A bridge is not the same as a down round, which sets a lower valuation than before. It is also different from bank debt, which has to be repaid on a date whatever happens to the business. A bridge is a decision to buy time on purpose. If the time is bought without a clear target, it is only a delay.

Common mistakes

  • Using a bridge to delay a hard decision about costs or direction.
  • Choosing a milestone that is vague, such as "more growth", instead of a number like a churn rate or a revenue figure.
  • Ignoring Dilution. Convertible instruments still give up a share of the company when they convert.
Worked example

Suppose a seed-stage software company has nine months of runway. It needs about eight months to reach 25,000 euros in monthly recurring revenue, a milestone that should justify a proper round. It raises 400,000 euros from existing investors as a convertible note, sized to that milestone plus a three-month margin, rather than setting a valuation nobody yet believes.

The founders name the milestone and its date in writing before the money arrives, and they track revenue weekly. Eight months later the company reaches 27,000 euros a month, and the next round is raised on better terms. Had the number stalled, a second bridge would have been a signal that the plan needed rethinking, and the weekly figures would have started that conversation early.

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    Runway

    How long cash lasts before a raise becomes necessary.

  2. Article

    SAFE

    One of the instruments a bridge is often structured as.

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    Term sheet

    The document that sets out a round's terms once agreed.

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    Burn Rate

    The monthly spend a bridge is sized against.

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    Down round

    A later round at a lower valuation, which a failed bridge can lead to.