WDWDFriday, 21 August 2026
Ho Chi Minh City · TP. Hồ Chí Minh
WD CAPITALCapital from Ho Chi Minh City. Tin vốn từ Thành phố Hồ Chí Minh.WD Capital
The contract language Vietnamese founders actually sign. Written in both languages — not machine-translated.
Ho Chi Minh Stock Exchange. Listing here is a reporting regime, not a trophy. You sell a story every quarter, in Vietnamese and in numbers the exchange will not let you decorate.
Who owns what, fully diluted. If the option pool is carved after the price, you already lost a round you have not spent. Keep it in a sheet the board can read in Vietnamese and in numbers.
A promise you can be sued on. Information rights, budgets, related-party bans. A covenant that never sunsets is a board seat that does not say it is a board seat.
Majority can force you to sell. Without a floor price, a drag is a job offer from the buyer. Put a minimum in writing, in the language the court will read.
Who sees the monthly pack. Observer seats often come with rights that never sunset. That is not decoration. It is a copy of the company on someone else’s laptop.
Who gets paid first when the company is sold or wound up. A 1x non-participating pref is common. A participating pref with no cap can turn a “win” into a salary.
A period after listing or a close when you may not sell. A thin public float with a thick lock-up is a ribbon, not a market. Ask who is allowed to sell in week one.
Shares reserved for hires. Carved pre-money, the founder pays. Carved post-money, the round pays. The sentence is one line. The cap table is not.
They take their pref, then they take their share of what is left. Uncapped, it is a second bite. If the term sheet is silent on a cap, ask why.
The value of the company before this round’s cash hits the account. Post-money is that number plus the cash. Mixing them is how a deck lies without lying.
The shares that can actually trade. Not the ones in a lock-up, not the family block. A listing day with a ribbon float is theatre.
Family, affiliates, the lease next door. HOSE will ask. A related-party table that only exists in a footnote is already the story.
If they sell, you may sell on the same terms. The inverse of a drag. Founders without a tag watch a round leave the building without them.
A short paper that sets the price, the prefs, and who can block a close. It is not the SPA. Founders still sign it at 1 a.m. because the round is “hot.” Heat is not a covenant. Read the quiet lines before you toast.