How unconventional deal structures helped an AI startup raise $100M while founders retained 67% equity—unheard of at Series C.
NeuralFlow* had built revolutionary AI that could reduce enterprise data processing costs by 90%. But they faced the classic Silicon Valley trap: grow fast and lose control, or stay small and get crushed.
Traditional VC terms would leave founders with less than 15% by Series C. They'd become employees in their own company.
Standard terms meant giving up board control by Series B. Every major decision would require investor approval.
Typical vesting schedules and drag-along rights would lock founders in for 7+ years with no exit flexibility.
VCs were offering high valuations with crushing liquidation preferences that made the numbers meaningless.
*Client name changed for confidentiality
Instead of traditional equity, we structured a convertible note with revenue participation rights. Investors got upside without massive dilution.
Implemented super-voting shares for founders, ensuring control even with minority ownership. Each founder share carried 10x voting rights.
Brought in corporate VCs as strategic partners, not just investors. They provided customers, not just capital, reducing burn rate.
Structured as secondary plus primary, allowing founders to take chips off the table while maintaining control. Revolutionary for a growth round.
"Every other lawyer told us to take the standard terms. Adelman Matz showed us how to rewrite the rules. We raised $100M and still own our company."
With 67% ownership and super-voting rights, the founding team controls their destiny. They can IPO, sell, or stay private on their terms.
No complex liquidation preferences, no participating preferred, no full ratchets. The simplest unicorn cap table in Silicon Valley.
Corporate venture partners provide $200M+ in annual revenue through strategic partnerships, reducing dependency on external sales.
Three other AI startups have successfully used our structure as a template, proving this model is reproducible.
Don't accept the standard playbook. Write your own.