The Venture Capital Podcast with Fexingo: VCs, Term Sheets, and Startup Investing

Lucas and Luna break down the quiet transformation of the liquidation preference — from simple 1x non-participating to multi-tiered ladders that can wipe out common shareholders. They trace the shift through real term sheets, examine why late-stage investors pushed 2x and 3x preferences in 2026's tighter funding environment, and unpack the capped participation that still gives founders a sliver of...

This episode drills into a specific, controversial term sheet clause that's increasingly appearing in Series A and B rounds: the 'soft circle' or 'MFN' (most favored nation) provision. Lucas and Luna break down how this clause allows later investors to retroactively match the terms of earlier investors, effectively giving the lead VC an option to reprice the round after seeing all other commitment...

On this episode of The Venture Capital Podcast with Fexingo, Lucas and Luna dive into the booming secondary market for venture-backed startup shares. With 2026 seeing record volumes of private stock transactions—over $60 billion in Q1 alone—they explore how early investors and employees are cashing out before IPOs, and how a new breed of secondary-focused funds is reshaping the liquidity landscape...

Lucas and Luna unpack the carried interest tax loophole that has survived every reform attempt since 2007. They trace its origins back to the 1920s investment partnership structure, explain why the 2017 tax reform actually made it more valuable, and reveal how VCs currently pay a lower effective tax rate than many of the founders they fund. Using real-world numbers from 2024 fundraising data, they...

As tech stocks wobble and regulators tighten around AI, VCs are quietly auditing their portfolios for hidden AI dependency. Lucas and Luna break down the new due diligence question every startup should expect: how exposed is your revenue model to foundation model costs and API access risk. They walk through the numbers behind recent sell-offs in big tech and growth names, and talk about why Anthro...

Lucas and Luna dig into a quiet shift reshaping venture capital: the move from growth-at-all-costs to revenue quality. Using the recent Amazon-Anthropic controversy and Palantir's 6% weekly drop as hooks, they explore why VCs are now penalizing startups that buy users with cheap capital and rewarding those with durable unit economics. They walk through a real seed-stage deal where the investor sla...

In this episode of The Venture Capital Podcast, Lucas and Luna unpack a rarely-discussed term sheet tactic: the liquidity discount. When a startup's secondary shares trade at a discount to primary rounds, VCs use that data point to argue down the valuation of the entire company — even if the secondary sale was from an employee with a 90-day exercise window. Lucas walks through a real-world example...

SpaceX went public today after years of speculation. Lucas and Luna break down what the IPO means for venture capital — how a massive, high-profile debut reshapes term sheets, valuation expectations, and the pace of later-stage investing. They look at the ripple effects on private market comps, the pressure on VCs to get into high-growth names before they hit the public market, and what it signals...

Lucas and Luna dive into the quiet rise of VC syndicates as a tool to bypass traditional dilution caps. Using the example of a $30 million Equal AI round and a recent SpaceX IPO allocation, they reveal how lead investors are now carving out sidecar vehicles to boost carry without blowing up cap tables. Plus, how this trend pressures solo GPs and changes fund economics. A sharp look at a structural...

In episode 46 of The Venture Capital Podcast, Lucas and Luna explore the GP-led secondaries boom that's quietly reshaping the venture capital landscape. They break down how firms like Sequoia and General Atlantic are using these transactions to return capital to LPs while retaining their best assets, and why this trend has exploded from $10 billion in 2016 to over $100 billion in 2026. The hosts d...

In this episode of The Venture Capital Podcast, Lucas and Luna drill into a specific term sheet clause that's quietly reshaping founder power: the voting agreement paired with a drag-along right. They break down how this combination works, why it's increasingly common in Series A rounds, and what it means for a founder’s ability to say no to a bad exit. Using the recent down-round dynamics in publ...

In this episode of The Venture Capital Podcast with Fexingo, Lucas and Luna dive into the explosive growth of GP-led secondary transactions — a trend that allows venture firms to sell portfolio companies to themselves via continuation funds. Using fresh data from June 2026, they explore how structures like the $1.5 billion deal led by General Atlantic are giving VCs new liquidity tools while raisi...

Lucas and Luna dig into a little-heralded term sheet provision: the 'shadow board' or observer-rights reshuffle. Using data from this week's 7.5% ARKK slide and the $7,500-per-employee AI spending headline, they examine how lead investors are quietly rewriting governance without changing ownership percentages. Lucas walks through a real-world example from a late-stage fintech round where the lead...

Lucas and Luna dive into a striking trend in venture capital: why some top-tier firms refuse to write checks under $10 million. They use Sequoia's recent $7.5 billion fund as a case study, showing how fund size dictates minimum check size and why this leaves early-stage startups scrambling for capital. The hosts discuss a recent TechCrunch piece on Justin Ernest deploying nearly $500 million witho...

Lucas and Luna dissect the pro rata clause — a term sheet provision that gives VCs the right to maintain ownership by investing in future rounds. Using a real example of a firm that poured $50 million into a struggling portfolio company just to keep its percentage, they explain why the right to participate can feel like an obligation, and how it distorts investment decisions. They also tie in the...

This week on The Venture Capital Podcast, Lucas and Luna dig into the explosive accusation against Sequoia Capital: that it's using a 'dual-pricing' strategy in term sheets — offering different valuations to different investors in the same round. With Mercor's CEO Brendan Foody going public with the claim, the hosts examine how this practice works, why it's controversial, and what it signals about...

Down rounds used to be a dirty secret in venture capital — a signal that a startup was failing. But in today's market, with public tech stocks like NVIDIA down 6% in a week and ARKK down 4.7%, VCs are getting more aggressive about repricing portfolio companies. Lucas and Luna break down why the stigma is fading, how term sheets now include 'cram-down' provisions that protect investors at the expen...

This episode dives into a quiet but growing trend in venture capital: shared-salary agreements between portfolio companies. Instead of letting struggling startups raise down rounds or shut down, some VCs are bundling back-office teams—HR, legal, finance—across multiple portfolio companies, splitting the cost. We look at how one early-stage firm, Contrary Capital, formalised this with its 'talent s...

Every venture firm celebrates its winners — the unicorns, the IPOs, the 100x returns. But what about the ones that got away? In this episode of The Venture Capital Podcast with Fexingo, Lucas and Luna dig into the concept of the 'anti-portfolio': the startups that VCs passed on or failed to back, and what those misses reveal about decision-making, pattern recognition, and the role of luck in ventu...

Carta data shows rolling funds now account for 12% of new VC vehicles, up from 2% three years ago. Lucas and Luna break down why general partners are abandoning the traditional ten-year fund model for a continuous capital approach. They examine AngelList's latest numbers, how rolling funds change LP commitment dynamics, and what this means for founders raising from these vehicles. Plus, a look at...

Episode 35 of The Venture Capital Podcast with Fexingo. Lucas and Luna dig into a term-sheet metric that founders and limited partners rarely scrutinize: the 'return stack' — the order and structure of how different fund vehicles stack capital gains. Using recent performance data from top-tier firms like Sequoia and a16z, they show how a fund's vintage year, fee structure, and coinvestment rights...

This episode explores the growing trend of venture capitalists investing in solo founders, challenging the long-held belief that startups need co-founders. Lucas and Luna discuss the data behind solo-founder success, why VCs are changing their stance, and what this means for term sheets. They reference Reid Hoffman's recent departure from Microsoft's board to go 'founder mode' with Manus, and the...

In this episode of The Venture Capital Podcast with Fexingo, Lucas and Luna unpack the rise of revenue-based financing (RBF) in venture capital. They focus on how RBF differs from traditional equity and why it's gaining traction in 2026, especially for capital-efficient startups. The hosts examine a real-world example: Bootstrapped e-bike maker Lectric, which grew while VC-backed competitors went...

Lucas and Luna dig into one of the most opaque provisions in venture capital term sheets: the information rights clause. They explain how what looks like a standard transparency measure can give VCs leverage to force a sale, block a pivot, or even peek at a competitor's board materials. Using real examples from recent financing rounds—including the fine print in Anthropic's pre-IPO documents and t...

Lucas and Luna unpack the shift from traditional venture equity to revenue-based financing (RBF). With Palantir down nearly 10% in a week and Coinbase off 13%, the hosts explore why more startups are choosing royalty-like deals over dilution. Lucas breaks down the math: a typical RBF deal takes 2-8% of monthly revenue until 1.5x to 3x the principal is repaid. He cites Pipe and Lighter Capital as e...