FOUNDER GOVERNANCE
The Pre-Revenue DeepTech Seed Term Sheet: Clean 1x Governance Explained
AUTHORING PARTNER
Julian Sterling
PARTNER TITLE
Managing Partner
CORE THESIS METRIC
0 Participating Traps
EXECUTIVE INVESTMENT THESIS
Why predatory liquidation multiples, cumulative dividends, and oversized Seed option pools quietly destroy Series B founder incentives—and how we write a 4-page clean term sheet.
ARCHITECTURAL & MARKET ANALYSIS
DeepTech companies often take 18–24 months of R&D before initial commercial revenue. Stacking multiple post-money SAFEs without modeling ESOP expansion can dilute founders below 55% before Series A even closes.
WHAT WE LOOK FOR AT PRE-SEED & SEED
1x non-participating preferred · Right-sized 10% unallocated Seed option pool · 3-seat founder-led board · Written partner decision within 48 hours.
01 // APEX VENTURES
DeepTech Seed & Series A
$420M Fund IV leading $1.5M–$12M checks in AI silicon, robotics, computational bio, and grid infrastructure.
02 // CAPITAL & PORTFOLIO
Mandate & Ledger
Clean 1x non-participating preferred governance plus $350K non-dilutive H100 compute access.
03 // PARTNERSHIP
Bench & Research
Every memo read directly by former-founder General Partners in San Francisco, New York, and Zurich.
04 // GOVERNANCE & DOCS
Disclosures & Manual
SEC/Advisers Act non-solicitation notices, founder confidentiality, and 12-station owner manual.
© 2026 APEX VENTURES MANAGEMENT LLC · SAN FRANCISCO · NEW YORK · ZURICH · NOT AN OFFER TO SELL SECURITIES OR LP INTERESTS.
FUND IV DEPLOYING // 48-HR GP REVIEW SLA