Deal Terms
Cram Down Round
A financing round where new investors impose severely dilutive terms on existing shareholders, often restructuring the cap table to their advantage.
A cram down round is a financing event where new investors — often with the cooperation of the board or existing preferred shareholders — impose terms that severely dilute common shareholders and sometimes even existing preferred investors. This typically involves very low valuations, aggressive liquidation preferences, full ratchet anti-dilution, and sometimes a recapitalization that wipes out or significantly reduces prior investors' positions.
In Practice
The cram down Series C valued the company at $20M despite a previous $200M Series B valuation, with 3x participating preferred, full ratchet anti-dilution, and a pay-to-play provision that converted non-participating Series A and B shares to common — effectively wiping out early investors who couldn't follow on.
Why It Matters
Cram down rounds represent the most punitive scenario for founders and early investors. Understanding the mechanics helps stakeholders protect themselves through better initial term sheet negotiation and cap table management.
VC Beast Take
Cram downs became more common during the 2022-2023 correction as companies that raised at inflated 2021 valuations needed capital at any cost. The best protection against cram downs is conservative capital management and maintaining multiple fundraising options.
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