TL;DR

A bridge round is a small financing round designed to extend runway until a larger, priced round can be completed. Bridge rounds are legitimate when used to reach a specific, achievable milestone — but become a trap when used to avoid addressing fundamental business problems.

What Is a Bridge Round?

A financing round — typically a convertible note or SAFE — that provides capital to extend runway until a larger, priced round can be raised. Usually smaller than primary rounds and often raised from existing investors.

When Bridge Rounds Make Sense

Good reasons: 2–3 months from a significant milestone, term sheet from lead investor but need time to close, temporarily unfavorable market conditions, need capital to complete a specific project

Bad reasons: Running out of money with no clear path, existing investors not willing to bridge, avoiding fundamental business problems

Bridge Round Structure

Instrument: Convertible note or SAFE

Key terms: Valuation cap (at or below expected next round), Discount (15–25%), MFN clause, Interest rate (6–8% for notes)

Amount: 3–6 months of runway — enough to reach the next milestone

The Bridge Trap

A bridge becomes a trap when:

  1. The milestone is not achieved and another bridge is needed
  2. The cap is set too low, creating excessive dilution
  3. Existing investors bridge reluctantly (signals lack of confidence)
  4. The bridge delays necessary pivots or cost reductions

Warning sign: Second or third bridge without a clear path to a priced round = fundamental business problems.

Key Takeaways

Key Takeaways
  • Bridge rounds are legitimate tools when used to reach a specific, achievable milestone.
  • Bridge to a milestone, not just to buy time.
  • Existing investor participation is a positive signal; reluctance is a negative signal.
  • Multiple bridges without a clear path to a priced round signal fundamental business problems.
  • Structure bridges with a discount and MFN clause to protect bridge investors.