VC & Fundraising

Venture Debt Is No Longer Just a Backup Plan: Why Startups Must Learn When Debt Is Smart, When It Is Dangerous, and How It Changes the Future of Fundraising

Venture debt used to sit in the background of startup finance, behind equity rounds, unicorn valuations, and venture capital headlines. That era is over. Deloitte predicted venture debt would recover after the 2023 shock, and by 2025 the broader U.S. venture debt market had reached record levels. The lesson for founders is clear: debt can preserve ownership, extend runway, and finance growth, but only when the company has revenue quality, capital efficiency, strong controls, and a realistic path to cash flow.

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Key Takeaways

  1. Deloitte predicted that U.S. technology venture debt would rebound in 2024 after falling sharply in 2023, when tech venture debt dropped to an estimated $12 billion.
  2. Deloitte expected U.S. technology venture debt to rise to $14 billion to $16 billion in 2024, up about 25% from 2023 levels.
  3. Deloitte’s core argument was that venture debt would recover because startups still needed capital, equity had become harder and more dilutive, and alternative lenders were moving into the gap left after the Silicon Valley Bank collapse.
  4. Venture debt is not free money. It usually includes interest, fees, covenants, maturity dates, and often warrants that give lenders equity upside.
  5. Deloitte warned that in a tighter market, debt would become harder to obtain, more expensive, smaller in some cases, and tied to stronger expectations around revenue, margins, cost control, and profitability.
  6. Deloitte’s prediction proved directionally right, though the broader market moved even further than its 2024 technology-specific forecast. Runway Growth Capital and PitchBook reported that U.S. venture debt reached a record $68.8 billion in 2025.
  7. Venture debt is now becoming structural capital, not only bridge financing. Larger, later-stage companies increasingly use debt alongside equity as part of deliberate capital planning.
  8. The market remains selective. Debt is easier to access for startups with predictable revenue, strong margins, capital efficiency, contracted cash flows, asset backing, or proximity to profitability.
  9. AI has changed venture debt. Some AI companies can use debt for working capital, infrastructure, compute, and growth, but high compute costs and uncertain gross margins can also make debt dangerous.
  10. SaaS remains a core venture debt category, but lenders are expanding into healthtech, cleantech, asset-heavy models, IP-heavy companies, solar finance, AI infrastructure, and business models with underwritable revenue streams.
  11. Canada shows the same trend in smaller form. CVCA reported that Canadian venture debt reached its highest recorded annual level in 2025, with CAD $1.40 billion deployed across 69 deals.
  12. The founder lesson is simple: use debt from strength, not weakness. Debt should amplify momentum, not hide the absence of product-market fit, unit economics, or investor confidence.

Introduction: The Startup Capital Stack Has Changed

For years, many startup founders treated venture capital as the main event.

Raise Seed.

Raise Series A.

Raise Series B.

Raise Series C.

Grow fast.

Dilute along the way.

Reach IPO or acquisition.

That was the default mental model.

Debt sat in the background.

Useful sometimes.

Less glamorous.

More common among companies with venture backing, predictable revenue, and lender relationships.

Then the market changed.

Interest rates rose.

The 2021 funding boom ended.

Valuations reset.

IPO windows closed.

M&A slowed.

Late-stage investors became more selective.

The Silicon Valley Bank collapse shook the startup banking system.

Founders discovered that equity might be expensive, unavailable, or punishingly dilutive.

Lenders discovered that high-quality private companies still needed financing.

Alternative lenders saw opportunity.

Private credit moved closer to venture.

Startups began thinking harder about capital structure.

Deloitte’s 2024 prediction, “Life after debt: Venture debt funding could grow again in 2024,” captured this turning point. It argued that after four straight years of more than $30 billion in U.S. venture debt activity, the market plunged in 2023 to an estimated $12 billion in technology venture debt, but a partial rebound was likely in 2024.

The key idea was not only that venture debt would bounce back.

The deeper idea was that startup finance was becoming more complex.

Equity would no longer be easy.

Debt would no longer be cheap.

Lenders would demand stronger fundamentals.

Founders would need to hold more cash.

Unprofitable companies would face harder choices.

Strategic buyers could take advantage of funding pressure.

Alternative lenders could gain share.

By 2025, the broader U.S. venture debt market had gone far beyond a modest rebound. Runway Growth Capital and PitchBook reported that U.S. venture debt reached a record $68.8 billion, with stable deal volume around 1,000 transactions and larger, more structured financings.

That does not mean debt is easy.

It means debt has become important.

Venture debt is now part of the startup operating system.

Founders who understand it will have more financing options.

Founders who misuse it can damage the company.

This article explains why venture debt matters, when it works, when it becomes dangerous, and how founders in the USA and Canada should think about debt in a world shaped by AI, concentrated equity markets, selective lenders, longer exit timelines, and stronger demand for capital discipline.

1. What Venture Debt Actually Is

Venture debt is a loan designed for startups and growth companies, usually companies that have already raised venture capital or have venture-like growth potential.

Unlike equity, debt does not require the founder to sell a large ownership stake.

But unlike equity, debt must be repaid.

A venture debt facility often includes:

Interest.

Fees.

Maturity date.

Repayment schedule.

Covenants or performance conditions.

Security interests.

Reporting obligations.

Warrants.

Drawdown rules.

The warrants matter. They give the lender the right to buy equity later at a set price, allowing the lender to participate in upside.

This is why venture debt is not the same as a normal bank loan.

It is a hybrid product.

The lender expects repayment, but also often wants some equity upside.

For founders, the appeal is clear:

Extend runway.

Preserve ownership.

Reach a milestone before raising equity.

Finance working capital.

Reduce dilution.

Support growth.

Improve negotiation leverage.

But the risk is equally clear:

Debt increases fixed obligations.

If the company misses milestones, it may face repayment pressure at the worst time.

That is why venture debt must be used carefully.

2. Why Deloitte Expected Venture Debt to Recover

Deloitte’s article was written after a brutal 2023.

Technology venture debt had fallen sharply.

SVB’s failure created uncertainty.

Interest rates were high.

VC funding had fallen.

IPO exits were fewer.

M&A slowed.

Smaller tech companies were under pressure.

Many startups were unprofitable and burning cash.

Deloitte still expected venture debt to partially recover in 2024 because the need had not disappeared.

Startups still needed capital.

Founders still wanted to avoid excessive dilution.

Investors still wanted companies to extend runway.

Alternative lenders were entering the market.

Private equity firms and non-bank lenders saw opportunity.

The logic was straightforward:

When equity becomes more expensive, debt becomes more attractive, if the company can support it.

That “if” is everything.

Deloitte warned that debt would likely be harder to obtain, more expensive, and more restrictive. Founders would need stronger revenue, stronger margins, lower costs, and a faster path to profitability.

That was the right lesson.

The rebound was not about free capital returning.

It was about disciplined capital replacing easy capital.

3. The Post-SVB Market Created a New Lending Landscape

The collapse of Silicon Valley Bank in 2023 changed startup finance.

SVB was not just a bank.

It was infrastructure for the venture ecosystem.

Startups used it for deposits, banking services, credit facilities, and venture debt.

VC funds, founders, and lenders were deeply connected to its ecosystem.

When SVB failed, the immediate fear was that venture debt availability would collapse.

But market gaps attract capital.

Alternative lenders, private credit funds, specialist lenders, and large financial institutions began moving into the space.

Deloitte expected non-bank lenders and private equity-linked lenders to help drive recovery.

That is exactly what has happened in broader form.

The venture debt market is now less bank-dependent than before.

That can be healthy because it diversifies capital sources.

But it also means founders must understand lender types.

A bank lender may care about deposit relationships, cash management, and credit discipline.

A specialist venture lender may understand startup risk and warrant economics.

A private credit lender may be more flexible but more expensive.

A growth lender may focus on revenue visibility and enterprise value.

A strategic lender may be tied to sector-specific assets.

Founders should not treat all lenders the same.

Different lenders bring different costs, rights, speed, and risk tolerance.

4. Venture Debt Became Structural Capital, Not Just Bridge Capital

The most important change since Deloitte’s prediction is that venture debt has become more structural.

Runway Growth Capital and PitchBook reported that U.S. venture debt reached a record $68.8 billion in 2025. Deal volume stayed around 1,000 transactions annually, meaning growth came from larger and more structured deals, not simply a flood of new borrowers.

That matters.

It means venture debt is not only used by distressed startups trying to survive a few more months.

It is increasingly used by stronger companies as part of deliberate capital planning.

A startup might use debt to:

Extend runway after a strong equity round.

Finance working capital.

Fund inventory.

Support enterprise sales expansion.

Bridge to profitability.

Finance assets.

Avoid dilution before a major milestone.

Support acquisitions.

Fund infrastructure.

Scale recurring revenue.

This is a more mature use of debt.

Debt becomes strategic when it is planned before crisis.

It becomes dangerous when it is used after all better options are gone.

5. Use Debt From Strength, Not Weakness

This is the central founder rule.

Use debt from strength.

Not weakness.

Debt is useful when the company has:

Clear revenue visibility.

Strong gross margins.

Customer retention.

Predictable bookings.

Contracted cash flows.

Capital efficiency.

High confidence in the next milestone.

Strong investor support.

Clean reporting.

Enough cash to manage repayment risk.

Debt is dangerous when the company has:

Weak product-market fit.

Unstable revenue.

High churn.

Poor margins.

No path to profitability.

Messy financials.

No follow-on investors.

Unclear use of funds.

Desperation.

Debt does not fix a broken business model.

It adds pressure.

A founder should ask:

Will this debt help us reach a value-creating milestone?

Or are we using it because we cannot raise equity and do not want to admit the company is in trouble?

That distinction decides whether debt is discipline or denial.

6. Venture Debt Works Best When the Milestone Is Clear

Debt should be tied to a milestone.

Examples:

Reach profitability.

Complete a product launch.

Expand enterprise sales.

Deliver a major contract.

Hit a revenue threshold.

Complete a clinical or technical milestone.

Scale inventory to meet demand.

Reach a better Series B valuation.

Bridge to an IPO window.

Fund equipment against contracts.

Deploy assets with predictable cash flows.

The milestone must be specific.

Bad reason:

“We need more runway.”

Better reason:

“We need nine months of additional runway to reach $10 million ARR with 80% gross margin and net revenue retention above 120%, which should support a stronger Series B.”

Bad reason:

“Equity is too dilutive.”

Better reason:

“We have signed contracts that require working capital before revenue collection, and debt matches the cash flow timing better than equity.”

Debt is a tool.

Tools need use cases.

7. The Cost of Debt Is Not Only Interest

Founders often compare debt to equity too simplistically.

They think:

Equity is expensive because it dilutes ownership.

Debt is cheaper because I keep more equity.

Sometimes true.

Sometimes false.

Debt costs include:

Interest expense.

Origination fees.

Legal fees.

Warrants.

Covenants.

Reporting burden.

Cash repayment.

Default risk.

Restrictions on future financing.

Lender consent requirements.

Board anxiety.

Negotiation complexity.

The cost of debt increases when the company is riskier.

In tight markets, lenders may ask for higher rates, more warrants, tighter covenants, more reporting, or stronger security.

Debt can preserve ownership, but it does not eliminate cost.

A founder should calculate the full cost.

Not just the interest rate.

8. Warrants Make Venture Debt Different From Normal Loans

Deloitte notes that venture debt often includes warrants.

This is important.

A warrant gives the lender the right to buy shares later, usually at a predetermined price.

This gives lenders equity upside.

Why do lenders ask for warrants?

Because startups are risky.

Many are unprofitable.

Some fail.

Traditional interest may not fully compensate for risk.

Warrants help lenders participate in upside if the company becomes valuable.

For founders, warrants are usually less dilutive than a full equity round, but still dilutive.

They also signal that debt is not purely non-dilutive.

It is less dilutive.

Not zero dilution.

Founders should negotiate warrant coverage carefully.

They should understand how warrants affect the cap table and future rounds.

9. Debt Can Improve Capital Efficiency

Used well, venture debt can improve capital efficiency.

Example:

A company raises $25 million in equity.

Instead of raising $35 million and giving up more ownership, it adds a $10 million debt facility.

If the company uses the debt carefully to reach a meaningful milestone, founders and early investors preserve more ownership.

This can be attractive.

Debt can also reduce the pressure to raise equity in a weak market.

A company with good fundamentals may use debt to wait for better valuation conditions.

But this only works if the company can service the debt.

Capital efficiency is not about avoiding dilution at any cost.

It is about choosing the capital instrument that best matches the risk being financed.

10. Debt Should Match the Type of Risk

Different capital sources fit different risks.

Equity is best for high uncertainty.

Product risk.

Market risk.

Technical risk.

Early team risk.

Customer discovery.

Venture debt is better for more underwritable risks.

Working capital.

Revenue timing.

Contracted cash flows.

Sales expansion after repeatability.

Inventory tied to demand.

Assets with value.

Milestones with high confidence.

Project or asset finance is better for long-term infrastructure cash flows.

Grants are useful for research and public-good innovation.

Strategic capital is useful when a partner provides distribution, data, or customers.

The founder’s job is to match capital to risk.

Using debt for uncertain product-market fit is usually dangerous.

Using equity for predictable working capital may be unnecessarily dilutive.

The best founders understand the capital stack.

11. AI Has Made Venture Debt More Important and More Complicated

AI is changing venture debt in two opposite ways.

On one hand, AI companies can grow fast and attract enormous investor interest.

Some AI companies have large contracts, strategic partners, enterprise demand, and high investor confidence.

That can make them attractive debt candidates.

On the other hand, AI can be capital-intensive.

Compute costs.

Inference costs.

GPU commitments.

Data center needs.

Talent costs.

Cloud bills.

Model training.

Security.

Compliance.

If gross margins are uncertain, debt can be dangerous.

An AI founder must know:

What is gross margin after compute?

How does inference cost scale?

Can customer pricing cover usage?

Are cloud commitments flexible?

Can costs fall with optimization?

Is there revenue visibility?

Are customers contracted?

Can usage spikes create cash pressure?

AI debt can help strong companies scale.

But debt cannot save an AI wrapper with unclear margins and no retention.

12. AI Infrastructure Debt Is Closer to Project or Structured Finance

Some AI companies need financing for infrastructure, not normal SaaS growth.

Compute clusters.

Data centers.

Specialized chips.

Networking.

Power systems.

Long-term cloud commitments.

These financing needs may look more like structured finance, asset finance, or project finance than classic venture debt.

That means lenders may underwrite:

Counterparties.

Contracts.

Infrastructure assets.

Expected cash flows.

Strategic importance.

Hyperscaler relationships.

Customer commitments.

Collateral.

This is very different from lending against ARR.

Founders building AI infrastructure should not assume standard venture debt terms apply.

They may need specialized lenders and capital structures.

13. SaaS Still Anchors Venture Debt

SaaS remains one of the best-known venture debt categories because it often has underwritable revenue characteristics:

Recurring revenue.

High gross margins.

Contracted customers.

Retention metrics.

Expansion revenue.

Predictable cash flows.

Clear reporting.

Lenders understand ARR.

They understand churn.

They understand net revenue retention.

They understand customer concentration.

They understand CAC payback.

But the SaaS market has changed.

AI is pressuring pricing.

Customers are consolidating tools.

Growth is more disciplined.

Investors want efficiency.

That means SaaS founders seeking debt should show:

Revenue quality.

Low churn.

Strong gross margins.

Efficient sales.

Clean collections.

Enterprise contract visibility.

Real net retention.

Path to profitability.

Debt is available to strong SaaS companies.

But lenders are less likely to fund growth stories with weak retention or high burn.

14. Healthtech and Cleantech Are Becoming More Underwritable

Runway Growth Capital and PitchBook report that venture debt is expanding beyond SaaS into healthtech, cleantech, and asset- or IP-heavy companies.

This makes sense.

Some healthtech companies have recurring usage, payer relationships, network scale, or contracted revenue.

Some cleantech companies have assets, leases, long-term customer contracts, or project-like cash flows.

These structures can support debt.

Examples include:

Solar leases.

Equipment-backed revenue.

Recurring health network usage.

Robotics-as-a-Service.

Contracted energy savings.

Long-term customer commitments.

The key is not the sector label.

It is underwritability.

Can the lender see a reliable path to repayment?

Can cash flows be modeled?

Are assets valuable?

Are contracts enforceable?

Can customers pay?

If yes, debt becomes possible.

If no, equity may still be the right instrument.

15. Venture Debt Is Not a Substitute for a Weak Equity Story

Some founders think venture debt can replace equity when investors are skeptical.

That is usually wrong.

If equity investors reject the company because the business is weak, debt may make things worse.

Debt lenders are not blind.

They may lend against stronger downside protection than VCs, but they still need confidence.

A company with no equity support, weak cash position, and poor revenue quality may struggle to borrow on reasonable terms.

If it does borrow, the terms may be painful.

Debt should complement a strong equity story.

It should not compensate for the absence of one.

16. Debt Can Give Founders Negotiation Leverage

Used well, venture debt can improve fundraising leverage.

A startup with enough runway does not need to accept a bad equity round.

Debt can help the company wait until it reaches better milestones.

It can reduce dilution.

It can support growth between rounds.

It can create optionality.

But leverage only exists if the company has choices.

If the company is out of cash, debt does not create leverage. It creates urgency.

Founders should arrange debt before they desperately need it.

The best time to secure debt is often soon after an equity round, when cash is strong and investor support is clear.

That is when lenders have confidence.

Waiting until the company has three months of runway usually weakens negotiating power.

17. Venture Debt Requires Better Financial Controls

Debt lenders care about reporting.

They want visibility.

Monthly financials.

Cash balance.

Revenue.

Gross margin.

Burn.

Bookings.

Collections.

Customer concentration.

Covenant compliance.

Forecasts.

If the company has messy books, debt becomes harder.

This is why internal controls matter.

Venture debt forces discipline.

Founders who want debt should build:

Accurate financial reporting.

Cash forecasting.

Budget-to-actual tracking.

Revenue recognition discipline.

Collections processes.

Clean customer contracts.

Board reporting.

Cap table clarity.

Debt can make a startup more mature.

But only if the startup is ready for the discipline.

18. Debt Changes Board Conversations

Adding debt changes governance.

The board must discuss:

Debt capacity.

Repayment risk.

Covenants.

Use of proceeds.

Milestone plan.

Cash forecast.

Default scenarios.

Future equity financing.

Lender relationship.

Exit implications.

Debt can be good, but it adds complexity.

A board should approve debt only after understanding what happens if the company misses plan.

The question is not:

Can we borrow?

The question is:

Can we still survive if things take longer than expected?

19. Venture Debt and Down Rounds Can Interact Badly

If a company raises debt and then later needs a down round, the capital structure can become complicated.

Existing investors may worry about debt priority.

New investors may demand restructuring.

Lenders may need consent.

Covenants may be triggered.

Warrants may create additional dilution.

Debt can also reduce flexibility in an acquisition negotiation.

This does not mean founders should avoid debt.

It means they should model downside scenarios.

What happens if the next equity round is lower?

What happens if the round takes longer?

What happens if growth slows?

What happens if the company must sell?

What happens if a lender demands repayment?

A good debt plan includes downside planning.

20. Strategic Acquirers May Benefit From Debt Pressure

Deloitte predicted that cash-rich mega-cap tech companies and strategic buyers could use the tight funding environment to acquire or invest in smaller companies that cannot raise capital or debt at acceptable prices.

That is a real market dynamic.

When funding is tight, strong acquirers can buy companies at attractive prices.

This can be good if the startup is ready for M&A.

It can be bad if the startup is forced to sell from weakness.

Debt can affect this.

If debt extends runway, it can help founders avoid a distressed sale.

If debt creates repayment pressure, it can force a sale.

The difference is whether debt was used from strength or weakness.

Founders should understand how debt affects M&A optionality.

21. Venture Debt Can Support Pilots and Prototypes, but Only Carefully

Deloitte suggests venture debt could support smaller financing needs, such as $5 million to $8 million for pilots and prototypes, including generative AI solutions, strategic joint ventures, academic collaborations, industry consortia, ideation labs, and accelerator programs.

This is interesting, but founders should be careful.

Using debt for prototypes can be risky if revenue is uncertain.

It may work when:

The company has strong backers.

The pilot is tied to a contract.

The customer commitment is credible.

The technical risk is manageable.

There is enough cash runway.

The debt is small relative to capital base.

It is dangerous when:

The prototype may fail.

The customer may not convert.

No revenue visibility exists.

The company has weak cash reserves.

Debt is being used because equity is unavailable.

Early-stage debt can be useful.

But only with clear milestones and realistic downside planning.

22. Venture Debt Can Help Founders Preserve Ownership

One of the biggest advantages of venture debt is reduced dilution.

A founder who raises only equity sells more ownership.

A founder who uses debt carefully may reach the same milestone while selling less equity.

This matters especially when valuations are low.

If the company is undervalued in the current market but has strong revenue and a high-confidence milestone ahead, debt can help avoid selling too much ownership at a bad price.

But founders should not become obsessed with dilution.

Owning 70% of a failing company is worse than owning 30% of a successful one.

Debt is useful when it increases the probability of success.

It is dangerous when it only delays the truth.

23. Venture Debt Is Becoming More Important in Canada

Canada’s venture debt market is smaller than the U.S. market, but the trend matters.

CVCA reported that Canadian venture debt reached its highest recorded annual level in 2025, with CAD $1.40 billion deployed across 69 deals.

That is significant because Canada’s equity market remains more constrained.

CVCA also reported CAD $8.0 billion in Canadian venture capital across 571 deals in 2025, with capital deployed into fewer transactions, weaker Series A through D activity, and no VC-backed IPOs.

In that environment, venture debt can help strong Canadian startups extend runway, reduce dilution, and finance growth.

But it is not a cure for Canada’s scale-up problem.

Canada still needs:

More domestic growth capital.

More exits.

More corporate customers.

More pension capital participation.

More late-stage financing.

More AI infrastructure.

More emerging managers.

More public-market pathways.

Debt helps strong companies.

It does not replace a healthy equity and exit ecosystem.

24. Canadian Founders Should Be Extra Careful With Debt

Canadian founders often face a smaller domestic capital market than U.S. founders.

That affects debt strategy.

A Canadian startup using debt must understand:

Can it raise the next equity round locally?

Will it need U.S. capital?

Will U.S. investors understand the debt structure?

Can Canadian revenue support repayment?

Are customers in Canada, the USA, or globally?

Is currency exposure relevant?

Will foreign investors require restructuring?

Debt can help Canadian founders avoid down rounds or bridge to milestones.

But if follow-on capital is uncertain, debt can increase risk.

Canadian founders should use debt when fundamentals are strong, not simply because local equity capital is tight.

25. Venture Debt and the AI Mega-Round Market

The venture equity market is now highly concentrated in AI.

KPMG reported that global VC investment reached a record $330.9 billion in Q1 2026, fueled by mega-rounds, including multiple U.S. AI companies raising billions.

Crunchbase reported that AI received about $242 billion of $300 billion in global startup funding in Q1 2026.

This matters for debt because equity concentration changes capital availability.

If equity dollars are flooding into a handful of AI giants, many other startups may need alternative financing.

Strong non-AI companies may use debt to extend runway or finance growth.

AI infrastructure companies may use large credit facilities.

SaaS companies may use debt to reach profitability.

Healthtech and cleantech companies may use debt against contracts or assets.

Debt becomes more important when equity markets are uneven.

But lenders will not fund everyone.

They will fund companies they can underwrite.

26. The Future of Venture Debt Is Selective Expansion

The venture debt market is expanding, but not equally.

Runway Growth Capital and PitchBook emphasize that access is improving but remains selective.

The best borrowers have:

Revenue quality.

Capital efficiency.

Predictable cash flows.

Contracted revenue.

Strong margins.

Asset backing.

Clear growth path.

Strong investor support.

Strong reporting.

This is the future of venture debt.

Not free money for all startups.

Selective capital for startups that have become underwritable.

The market is maturing.

Founders must mature too.

27. Founder Checklist Before Taking Venture Debt

Before taking venture debt, founders should answer:

What milestone will this debt fund?

Can we repay if growth is slower?

What is the full cost including warrants and fees?

What covenants apply?

What reporting is required?

What happens in default?

How does this affect future equity rounds?

Does the board support it?

Do existing investors support it?

What happens if valuation falls?

What happens if exit timing changes?

Is the lender founder-friendly?

Can the lender support follow-on facilities?

Are we using debt from strength or weakness?

If these answers are weak, wait.

Debt should be a decision, not a reflex.

28. Lender Checklist Before Offering Venture Debt

Lenders should ask:

Is revenue predictable?

Are margins strong enough?

Is churn manageable?

Are customers high quality?

Is the company’s cash forecast realistic?

Is there investor support?

Is the business model underwritable?

Are contracts enforceable?

Are assets valuable?

Is management credible?

Is reporting reliable?

What is the downside scenario?

How does the company exit?

What role do warrants play?

A good venture lender is not only chasing yield.

It is underwriting risk carefully.

29. Investor Checklist for Portfolio Companies Considering Debt

VCs should ask:

Will debt extend runway to a meaningful milestone?

Will it reduce dilution responsibly?

Does the company have enough cash discipline?

Could debt complicate the next round?

Does the lender understand venture?

Are covenants manageable?

Does debt create M&A pressure?

Does management understand the obligations?

Is the company using debt because it is strong or because it is out of options?

Investors should not push debt simply to avoid supporting a company with equity.

That can damage the company.

Debt is not a substitute for investor conviction.

30. The New Capital Stack for Startups

The modern startup capital stack includes more tools than before.

Pre-seed equity.

Seed equity.

Series A, B, C equity.

Venture debt.

Revenue-based financing.

Asset-backed financing.

Project finance.

Strategic capital.

Corporate venture capital.

Grants.

Non-dilutive research funding.

Private credit.

Secondaries.

M&A.

IPO.

Founders need to understand which tool fits which stage and risk.

The best founders do not simply chase capital.

They design capital structure.

That is the difference between a founder who raises money and a founder who finances a company.

Conclusion: Venture Debt Is a Sign of Maturity, Not Weakness, When Used Correctly

Deloitte predicted that technology venture debt would begin recovering after the 2023 shock.

That prediction was directionally right, and the broader market moved even further.

After SVB’s collapse, high interest rates, lower equity funding, fewer IPOs, and slower M&A, venture debt did not disappear.

It evolved.

By 2025, U.S. venture debt reached a record $68.8 billion according to Runway Growth Capital and PitchBook.

In Canada, venture debt also reached a record annual level, with CAD $1.40 billion deployed across 69 deals according to CVCA.

But the market did not become easy.

It became more selective.

More structured.

More institutional.

More tied to revenue quality.

More tied to capital efficiency.

More tied to contracted cash flows.

More tied to underwritability.

That is the most important lesson.

Venture debt is not a rescue plan for weak startups.

It is a strategic tool for strong or maturing startups that understand their milestones, cash flows, risks, and capital needs.

Used well, debt can preserve ownership, extend runway, finance growth, support working capital, and help founders avoid unnecessary dilution.

Used poorly, debt can accelerate failure, complicate future fundraising, force distressed exits, and add pressure when the company needs flexibility.

The future of startup finance will not be equity-only.

It will be capital-stack aware.

The best founders will understand equity, debt, grants, strategic capital, private credit, project finance, secondaries, and exits.

The best investors will help companies choose the right tool at the right time.

The best lenders will underwrite quality, not hype.

The best ecosystems will provide multiple financing pathways for different company types.

Venture debt is no longer just a backup plan.

It is now part of the startup financing toolkit.

The founders who learn how to use it wisely will have an advantage.

Advice for Future Startup Founders and Entrepreneurs

If you are a future founder, the first thing to understand is this:

Debt is not good or bad.

Debt is timing, structure, and discipline.

The first piece of advice is to never use debt to hide weak fundamentals.

If customers are not staying, margins are poor, and the next round is unlikely, debt may make the problem worse.

The second piece of advice is to use debt for a clear milestone.

Do not borrow vaguely. Borrow to reach a specific value-creating point.

The third piece of advice is to understand the full cost.

Interest, fees, warrants, covenants, legal costs, and repayment obligations all matter.

The fourth piece of advice is to arrange debt before you are desperate.

The best terms usually come when the company still has cash, investor support, and momentum.

The fifth piece of advice is to build financial controls early.

Debt lenders want reliable reporting, forecasts, contracts, collections, and cash visibility.

The sixth piece of advice is to model downside cases.

Ask what happens if sales slow, the next round is delayed, or valuation falls.

The seventh piece of advice is to keep your board aligned.

Debt affects everyone: founders, investors, employees, and future shareholders.

The eighth piece of advice is to match debt to the business model.

SaaS, AI infrastructure, cleantech, healthtech, hardware, and marketplaces all need different financing structures.

The ninth piece of advice is to remember that less dilution is not the same as better financing.

The goal is not to keep maximum ownership at all costs. The goal is to build the most valuable company.

The tenth piece of advice is to treat capital structure as strategy.

Equity, debt, grants, corporate capital, and project finance all have roles.

The final advice is simple:

Use debt when it amplifies strength.

Avoid debt when it only postpones truth.

That one sentence can save a company.