Administration
Pre-money is the valuation of the company before receiving new capital; post-money is pre-money plus the amount of capital mobilised. This is the basis for calculating the ownership percentage investors receive.
Ví dụ số
Pre-money 40 billion, additional call 10 billion → post-money 50 billion. Investors own 10/50 = 20%.
The content explains general concepts, not legal advice. Actual terms need to be reviewed by a lawyer.
Term sheet is a document summarizing the main terms of an investment, agreed upon by both parties before the lawyer prepares the official contract. This document is usually only a few pages and most of the content is not legally binding, but the provisions in it will be included almost intact in the final contract and govern your rights for many years. This tool explains common terms in common language, with specific calculation examples.
Step 1 — Enter keywords in the search box or select terms from the list on the left. Step 2 — Read the definition to understand the nature of the terms. Step 3 — Compare numerical examples to visualize the impact on ownership ratio and actual amount received. Step 4 — Record unclear terms and discuss with lawyer before signing.
The search box accepts Vietnamese without accents, so you can type pha len to find the anti-dilution clause. Each term is accompanied by a numerical example, because the true impact of the term is only apparent when placed in a specific situation. Two offers with the same valuation can still yield very different results for the founding team.
Ví dụ: The two proposals jointly value the business at fifty billion VND, one side applies the priority for a one-time payment and does not divide the remaining portion, the other side both receives priority and further divides according to the ownership ratio. When the business was sold, the amount the founding team actually received in the two cases was significantly different, even though the initial valuation was the same.
Not familiar with most of the terminology
You should take the time to read all entries in the dictionary before responding to investors. Asking for additional review time is a normal practice in investment negotiations.
Pricing is clear, benefits are unclear
Should focus on the group of clauses on payment priority, anti-dilution and veto rights. These are provisions that can change the actual results more than the valuation.
Understand all terms and conditions
The next step is to send the term sheet to the lawyer to review and make a list of points to negotiate. Every clause should be reviewed by a lawyer before you sign it.
The content in the tool is for reference only, explaining general concepts and does not replace a lawyer's opinion on your specific document. This is not investment advice or a commitment by the Fund as to its funding capacity.
Founder's Toolkit
