Bridge Rounds: When to Raise One and How to Structure It

Honest guide to bridge rounds: when a bridge fits, how to structure a SAFE/note bridge, common pitfalls.

Bridge Rounds: When They Save You and When They Kill You

A bridge round is capital raised between priced rounds — typically to extend runway to a milestone that unlocks the next priced round. Done well, a bridge saves the company. Done poorly, it signals distress and kills the next round.

When a bridge fits

You have a specific, credible milestone 6–12 months out that will meaningfully change your fundraising story (revenue crossing a threshold, a major customer win, a product launch). Existing investors are participating. The bridge extends runway to that milestone with margin.

When a bridge is a trap

You're raising a bridge because the next round didn't close and you have no clear milestone that will change the outcome. Existing investors are declining to participate. This is a distress bridge — market participants recognize the pattern.

Structuring the bridge

SAFE or convertible note with a cap at or above the last round's price. Discount of 15–25% to the next round is standard. MFN (most-favored-nation) provisions to protect participating investors. Avoid heavy discounts, warrants, or liquidation preferences that create Series A math problems.

Insider vs outsider bridges

Insider bridges (existing investors only) are cleaner but signal that the company couldn't attract new capital. Outsider bridges bring new participants but are harder to close. A mixed bridge (insiders + one strategic new investor) often reads best.

Signaling to the next lead

Series A/B leads look at the bridge structure, participants, and milestone. A clean insider bridge to a specific milestone reads well. A discount-heavy bridge with new participants but no lead reads as distress.

Timing

Raise the bridge 6–9 months before you'd otherwise run out. Bridges raised at 3 months of runway are distress bridges — the terms and outcome reflect that.

Frequently asked questions

How much should a bridge raise?
Enough runway to reach the next milestone with 3–6 months of margin. Under-raising forces a second bridge, which is nearly always a distress signal.
Do bridges have a valuation?
SAFE/note bridges have a cap, not a formal valuation. The cap is typically at or above the last priced round.
Do new investors participate in bridges?
Occasionally, if the milestone is credible. Most bridges are dominated by existing investors.

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