Full-ratchet anti-dilution
Also called: full ratchet
ELI5
A small cheap issuance can reset the investor's price fully.
Used in conversation
“Full-ratchet anti-dilution can be severely dilutive.”
Definition
An anti-dilution mechanism resetting the conversion price to the lowest new issuance price, largely regardless of amount issued.
Here “Full-ratchet anti-dilution” means: An anti-dilution mechanism resetting the conversion price to the lowest new issuance price, largely regardless of amount issued.
Pitch context
You will see “Full-ratchet anti-dilution” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet economics.
Why it matters: In term-sheet economics, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Sources & evidence · 5
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateDirect source · practitioner · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossarySupporting source family · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16