Rolling closes: take money as it commits, not all at once.
In a single close, everyone signs and funds on one day. In a rolling close, investors fund as they commit, often over weeks or months.
The short answer
Rolling closes suit SAFE rounds and seed rounds with many smaller checks: cash arrives sooner and early commitments create momentum. Priced rounds usually have a main close set by the lead, with a limited window for later closes on the same terms.
One close · One date
- Lead sets terms
- Fill the round
- Everyone signs
- Money in
Rolling close · Over weeks
- Set terms
- First close
- More closes
- Round complete
Compare the options
Cash arrives
One close: All on closing day
Rolling close: As each investor commits
Momentum
One close: Built before signing
Rolling close: Each close signals progress
Legal work
One close: One set of signatures
Rolling close: Repeated paperwork per close
Risk
One close: Round can stall before any money
Rolling close: Round can drag on without an end
Best when
One close: A lead takes most of the round
Rolling close: SAFEs or many smaller checks
How a rolling close works
You fix the terms first: the SAFE cap and discount, or the priced-round documents. Each investor signs and wires on their own schedule. With SAFEs, every signing is its own close. In a priced round, the purchase agreement usually allows additional closings on the same terms for a set period after the first.
Managing the risks
A rolling round can lose urgency. Set a target and an end date, and tell investors both. Raising the cap partway through can upset early investors, so decide in advance whether later investors get the same terms. Keep the cap table current after every close.
Decide before the first close
- What is the target amount and the last date to join?
- Will later investors get the same terms as earlier ones?
- Who signs and countersigns each close?
- When does the Form D clock start for this round?
Terms to know
Close
The point where documents are signed and money is transferred.
First close
The first group of investors funding a round with rolling closes.
Additional closing
A later closing on the same terms, allowed by the round's documents.
Can your deck carry a round that stays open for weeks?
In a rolling close, new investors keep reading your deck. Upload it and we tell you what to update so it stays current.
Questions founders ask
Can I spend money from the first close?
Usually yes, once it is in your account, unless the documents say funds are held until a minimum is reached. Check the terms you agreed.
Can I change terms between closes?
You can for new investors, but it may need consent from earlier ones and can damage trust. Decide your approach before the first close.
Sources
Sources: common US seed and venture financing practice; SEC Regulation D. Not legal advice.
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