capital-raising

What Is Bridge Financing?

Bridge financing is short-dated capital meant to reach a defined event — a priced round, a sale, or cash-flow breakeven. It is a timing instrument. If the event misses, the bridge becomes the capital structure.

Money to get to a date

A bridge is defined by the destination. In venture, that is often the next priced round; the instrument is a convertible note or an insider-priced tiny round. In PE-backed companies, a bridge may be a delayed-draw facility or a sponsor loan to hit covenants. In a sale process, a bridge may keep the lights on until closing.

The honest question: what happens if the date slips. If the answer is “another bridge,” you are doing capital raising in slow motion at worse terms.

Insiders versus new money

Insider bridges are fast and politically loaded: they reset leverage over the cap table. New-money bridges look more like a mini-round. Either can include a “pay to play” if later prefs are being rewritten.

Illustration (labeled)

Six months of runway, Series B “in diligence.” A €1.5m insider note with a 20% discount and a cap below the last round. The B slips six months. Two more notes. Fully diluted founder ownership drops more than the missed B would have done at a slightly lower pre-money. The bridge was more expensive than swallowing a down round earlier.

Common mistakes

Bridging a broken commercial story. No cap, “because we’re all friends.” Using a bridge to avoid a quality of earnings conversation a later investor will force anyway.

Limitations

Bridges do not create a market for the next round. They also add debt-like risk if they actually mature.

Dazur Perspective

If you need a bridge, the information problem is usually already visible: messy financials, no single valuation object, no matched investors. Fix the layer; then size the bridge to a real date.

Related terms

Sources