After the Pile-Up: What Your Series A Lead's Lawyer Actually Sees
You've spent months getting to this term sheet. You've pitched, you've followed up, you've answered every question about your TAM and your roadmap and your unit economics. The lead partner says yes. The deal moves to diligence.
And then their lawyer opens your cap table.
This is the moment most founders don't think about — and it's the moment that determines whether your round closes in three weeks or three months. Because the lawyer on the other side isn't reading your cap table the way you read it. You see a history of successful fundraises. They see a document that either confirms you've been building your company intentionally or suggests you've been winging it.
The SAFE Pile-Up: How Three "Simple" Agreements Became a Dilution Bomb
Millie built a strong product. She had paying customers, a clear wedge into her market, and three investors who believed in her early enough to write checks when nobody else would. Over fourteen months, she raised $750,000 across three SAFEs. Each one felt small. Each one felt reasonable. Each one was a post-money SAFE — the standard YC instrument that 90% of pre-seed founders are signing right now, according to Carta's Q1 2025 data.
Then she got a term sheet.
Her Series A lead offered $3 million at a $12 million post-money valuation. Solid terms for a company at her stage. She ran the mental math in her head: 25% to the new investor, 15% option pool, maybe another 6% or so to the SAFE holders. She figured she'd keep somewhere around 55%.
She kept 40%.