The Term Sheet Clauses Most Founders Never Read Twice
Capital is returning to deep tech at a pace few predicted eighteen months ago. Term sheets that once took quarters to close are now being signed in weeks, and the venture firms leading these rounds are not the generalist funds of the last cycle — they are sector specialists who spent the downturn building conviction rather than chasing momentum.
What changed is not sentiment alone. The underlying unit economics of several previously "too early" categories — climate hardware, sovereign compute, and frontier manufacturing — have crossed a threshold where venture-scale returns are once again mathematically plausible within a single fund's life.
This is the first of several structural shifts we are tracking this quarter.
The specialist premium
Generalist multi-stage funds are increasingly playing follow-on rather than lead in these rounds, ceding price-setting power to smaller, deeply technical funds who can underwrite risk that a public-markets-trained analyst cannot. That premium shows up directly in ownership: specialist leads are commanding board seats and pro-rata rights that would have been unthinkable in 2021.
For founders, this means the fundraising calculus has changed. A clean logo on the cap table matters less than a lead who can credibly help you close your next three enterprise contracts or your next regulatory approval.
Where the capital is actually going
Our data points to three concentrations: grid-scale storage chemistry, agentic infrastructure tooling sold directly to enterprises rather than developers, and — notably — a cluster of Ukrainian-founded companies building dual-use hardware for both commercial and defense applications, a category that barely existed as a distinct thesis two years ago.
That last cluster deserves its own treatment, which we give it in the second half of this piece: who is funding it, what the cap tables actually look like, and why several Western funds are structuring around jurisdictional risk in ways that create real friction for Ukrainian founders trying to raise from Western check-writers.
The jurisdictional friction nobody talks about publicly
Off the record, three managing partners at funds actively deploying into Ukrainian-founded startups told us the same thing: the legal structuring cost of a Ukraine-domiciled cap table now regularly exceeds the legal cost of the financing round itself. That is a tax on Ukrainian founders that their Estonian, Polish, or Delaware-flipped peers simply do not pay.
We reviewed structuring documents from four recent rounds. In every case, the founders had re-domiciled their holding company before term sheet signature — not because investors demanded it explicitly, but because the founders' own counsel advised it would meaningfully shorten diligence.
This has second-order effects worth watching: a growing share of the value created by Ukrainian technical talent is being captured by holding structures registered elsewhere, with tax and governance consequences that will matter far more once these companies reach the scale of a Series C or an exit.
We will be tracking this specific dynamic — and naming the funds and structures involved — in a dedicated follow-up next month.