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The Long Runway Money, explained from zero

Building

Debt, equity or grants: what founders give up

A plain guide to debt, equity and grants for young companies, how much to raise, what dilution costs the founder, and where public programmes fit.

A wooden desk in late afternoon light, a laptop open on a spreadsheet with a column of percentages, a paper capitalization table beside it, a pen resting on the page, shot from slightly above at a...

Debt is money borrowed and repaid with interest, equity is money sold in exchange for a share of the company, and a grant is money given for a defined project with no repayment and no ownership given up. The first two carry a cost that shows up later, in cash or in ownership, while the third carries conditions on how the money is used. For a first-time founder, the practical question is not which label sounds best but which one matches the stage of the company and the runway it needs to reach the next milestone.

What is the difference between debt, equity and a grant?

The three are different contracts, not different amounts of money.

With debt, the company receives a sum and owes it back on a schedule. Interest accrues, and a lender usually wants a claim on assets or revenue if things go wrong. The founder keeps full ownership. The risk is fixed: payments arrive whether or not the business is growing. A young company with no revenue can find this hard, because the obligation starts before the income does.

With equity, the company sells a piece of itself. The money does not have to be repaid. Instead, the buyer receives shares, and those shares carry a claim on future value and often a say in decisions. The founder's percentage falls. That fall is dilution, and it is permanent unless the company later buys the shares back, which is rare.

With a grant, an institution, usually a government agency or a foundation, pays for a specific piece of work. There is no repayment and no shares change hands. The trade is administrative: applications, reporting, eligible costs, and a scope that cannot be freely changed. Grants are common in research-heavy fields, and they are usually smaller and slower than a financing round.

A useful way to hold the three together is to ask what each one takes from the founder. Debt takes cash later. Equity takes ownership now. A grant takes time and flexibility. A guide such as this overview of startup funding sets out the same three-way choice for early-stage companies in the United States, including how each option interacts with the pre-seed, seed and Series A stages.

How is the amount to raise decided?

The amount is not chosen from a wish list. It is calculated backwards from a milestone.

Start with the runway: the number of months the company can operate before the bank balance reaches zero at the current burn rate. Then decide what has to be true at the end of that runway for the next stage of money to be possible. That could be a working prototype, a first paying customer, a regulatory clearance, or a repeatable sales motion. The cost of reaching that point, plus a buffer, is the amount to raise.

The buffer matters. Financing takes longer than founders expect, and a round that closes three months late is a round that was three months short. Many operators add several months of extra runway for that reason alone.

Two arithmetic checks are worth doing before any conversation with an investor. First, divide the amount raised by the monthly burn to see how many months it actually buys. Second, divide the pre-money valuation by the amount raised to see what fraction of the company is being sold. If the second number feels uncomfortable, the milestone is probably too ambitious for the amount, or the valuation is too low for the round.

There is also a sequencing rule that saves trouble. Raise enough to reach the next milestone, not enough to reach the one after it. Raising too much early means selling shares at a low price. Raising too little means returning to the market before anything has improved, which is the hardest time to raise.

What does dilution mean in practice?

Dilution is the reduction in the founder's percentage ownership when new shares are issued. It is not a penalty and it is not a mistake. It is the mechanical result of selling part of the company.

The arithmetic is simple. If a founder owns 100 percent of a company with one million shares, and the company issues 250,000 new shares to an investor, the founder now holds one million out of 1.25 million shares, or 80 percent. The founder did not lose shares. The pie got bigger, and the founder's slice stayed the same size while the pie grew.

What dilution costs is not only percentage. It also costs control, if the new shares carry votes, and it costs future upside, because every later exit is divided among more owners. A founder who sells 20 percent at seed and another 20 percent at Series A does not end up with 60 percent, because the second sale is calculated on the already-diluted base. The compounding works against the founder in the same way it works for a saver, only in reverse.

Two details change the real cost. The first is the option pool, the shares reserved for future employees. Investors often ask for it to be created before the round, which means the founder absorbs that dilution rather than sharing it. The second is the difference between a priced round, where the price per share is set, and a convertible instrument such as a SAFE or a convertible note, where the conversion happens later and the final percentage is unknown at signing. Convertibles are faster and cheaper to paper, but the founder is selling something whose price has not been agreed yet.

A founder can keep the cost visible by maintaining a capitalization table, the running list of who owns what. It is a spreadsheet, not a legal document, and updating it after every grant of options or issuance of shares takes minutes. Founders who skip this step often discover the true cost of dilution only when a term sheet arrives.

Where do public programmes fit for a first-time founder?

Public money is usually the least understood of the three options, and for a first-time founder it is often the cheapest.

In the United States, several channels exist. The Small Business Administration guarantees loans made by banks, which lowers the lender's risk and can make debt available to companies that would otherwise be refused. SBIC capital is private money raised with a government guarantee, invested through licensed funds. The SBIR and STTR programmes pay small companies to do research with commercial potential, in phases, with no equity given up. Federal grants work similarly for defined projects. Regulated crowdfunding allows a company to raise small amounts from many people under disclosure rules.

Each channel has a different cost. A guaranteed loan still has to be repaid. An SBIR award takes months of writing and reporting and pays for a specific line of work. Crowdfunding takes marketing effort and public disclosure. None of them is free in the sense of requiring nothing, but none of them takes a share of the company either.

For a founder preparing to approach investors, the practical preparation overlaps with what public programmes demand. A data room, a clean record of who owns what, and a check that the intellectual property is properly assigned are the same items an investor will ask for. Doing them early serves both paths.

The choice is about what the company can afford to give

Debt, equity and grants are three ways to move money into a young company, and each one is paid for with something different: future cash, present ownership, or time and scope.

The decision rule is not which is cheapest in the abstract. It is which cost the company can bear at this stage. A company with predictable revenue can carry debt. A company with a large market and no revenue usually sells equity. A company doing research with a defined project can often win a grant. Many young companies use more than one, in sequence, and the sequence matters as much as the choice.

What the founder should watch is the arithmetic. How many months does the money buy. What percentage is being sold. What the option pool does to that percentage. What the next round will do to it again. Those four numbers, kept current, turn a confusing set of options into a decision that can be explained in one sentence to a co-founder, an employee, or a spouse.

Sources

The rules, deadlines and figures on this page follow the published material of U.S. Small Business Administration and SBIR and STTR programmes.

The amounts and rates on this page are illustrative arithmetic used to demonstrate a method. They are not forecasts, not offers, and take no account of your income, your obligations or the rules where you live.