Bridge round: when it makes sense and how to structure it

In the first half of 2026, 30 of the 145 venture rounds closed in Italy were bridges: €91 million out of €813 million, about one round in five. That’s the count in the observatory Growth Capital publishes with Italian Tech Alliance, built on PitchBook data. The same report has a blunt line about startups first funded in 2022 and 2023: they ‘increasingly raise to extend runway rather than to progress’.

A bridge round can carry you to the milestone that makes your next round easy. Or it buys you six costly months and solves nothing. You’ll see when a bridge makes sense and how common it is. Then come instruments and terms, sizing, and what the next investor reads into yours. Just starting out? Read the beginner’s map from zero to a first round first.

What is a bridge round, and when does it make sense?

It’s extra money raised between two priced rounds, usually from investors already on your cap table. Carta’s definition is mechanical: a bridge, or extension, is a round ‘in the same named series as the prior round’. Most bridges don’t set a new valuation. The money comes in through a convertible note, a loan that turns into shares at the next round, or something similar.

Fred Wilson put the test in one line on his AVC blog in 2022: ‘bridge loans are a bridge to something else’. Something else means a named event. A priced round with new investors, a sale, break-even. A bridge to a milestone sounds like this: by March we’ll pass €100,000 of monthly revenue, and that number gets us a Series A. A bridge to nowhere sounds like: we need more time.

Italian deals follow the same logic. In October 2023 the insurtech ViteSicure closed a €2 million bridge led by CDP Venture Capital’s Fondo Rilancio Startup and Apside, with almost all its shareholders, ahead of a Series A it then planned for 2024. If the round names are new, see the funding stages from bootstrapping to Series C.

How common are bridge rounds in 2026?

In Italy, about one round in five. Growth Capital’s first-half count puts the 30 bridges next to 39 seed rounds and 16 Series A rounds. The cohorts are more telling. Take the startups that closed a pre-seed or seed round in 2020: 62% of them made it to a second round. Of the 2022 cohort, only 44% did. The 2023 cohort? 38%. For 2022 and 2023, bridges and same-stage rounds outnumber step-ups to a later stage. The 2024 cohort, the report adds, seems to mark a reversal.

In the US the share swings with the market. On Carta, 16.6% of all venture money raised in the second quarter of 2025 went into bridges, up from 11.8% a year earlier, and 22.5% at Series A. In the 2021 boom they typically took under 10% of the cash. At the end of 2023 the rate of bridge rounds among Series A startups on Carta hit 45%. Carta’s verdict in its first-quarter 2026 report: in most cases a bridge ‘is a continuation of capital while the company earns its way to the next primary round’.

Which instrument: convertible note, SAFE or an Italian equivalent?

Outside Italy the usual tools are the convertible note and the SAFE, an agreement that converts into shares at the next priced round, with no interest and no maturity. For bridges, notes are the familiar pick: Wilson Sonsini writes that ‘bridge fundraising using convertible post-Seed notes remains common’, and CRV says notes fit better when bridging between priced rounds. Our comparison of SAFE vs convertible note, with a worked example covers the mechanics.

Most Italian startups are SRLs, and they have three routes of their own.

A convertible shareholder loan. Your shareholders lend the money; at the next round the company approves a capital increase and the loan is set off against the subscription price, as the Italian Tech Alliance glossary describes it. Two rules apply. Under Banca d’Italia’s 2016 rules, a company may borrow from shareholders when its bylaws allow it and the lender holds at least 2% of the capital and has been a shareholder for at least three months. And article 2467 of the civil code puts shareholder loans behind other creditors when they’re made while debt is excessive against equity, or when fresh capital would have been reasonable.

The Italian SAFE. Italian Tech Alliance’s model, version 2.0 since October 2024, has the parties agree a maturity date and a valuation at maturity as well as discount and cap. In ruling 137 of 8 July 2026 the Agenzia delle Entrate treated a SAFE paid as a ‘versamento in conto futuro aumento di capitale’, into an equity reserve, as an investment ‘in convertendo’. So for individuals backing an innovative startup, the 65% IRPEF deduction accrues in the year of the transfer, within MIMIT’s limit of €100,000 per investor per year.

A small capital increase. New quotas at the last round’s price, or below it. You need a shareholders’ meeting with a notary taking the minutes (article 2480). Current shareholders have the right to subscribe pro rata (article 2481-bis). Pricing below the last round? Read your anti-dilution clause before you set the number.

Bridge round terms: discount, cap, interest and maturity

Expect bridge money to cost you more. Carta’s first-quarter 2026 report says bridge terms ‘typically carry more investor protection than primary rounds’, and that bridge valuations had fallen 18% in a year at seed and 16% at Series A. Here’s what the data shows, term by term.

Term	What it means	What the data shows
Discount	A reduction on the next round’s price when the note converts	Exactly 20% on 40% of US post-seed notes in 2025, more than 20% on 37% (Wilson Sonsini). Fred Wilson starts at 5% and lets it grow the longer the note is out, up to 25%
Valuation cap	The highest valuation at which the note converts	On only 40% of 2025 post-seed notes, with a median cap of $70 million (Wilson Sonsini)
Interest	Accrues until the next round	8% or less on 74% of 2025 post-seed notes (Wilson Sonsini); 4% to 8% a year in CRV’s guide
Maturity	When the note falls due if it hasn’t converted	12 months or less on 58% of 2025 post-seed notes (Wilson Sonsini). At maturity, an extension is the most common outcome (CRV)
Extras	Warrants, ranking, a premium on a sale	Warrants on 19% of 2025 post-seed notes, 46% subordinated to other debt (Wilson Sonsini). Wilson suggests 2x to 3x for noteholders if the company is sold

One worked line: with a 20% discount, a note converting into a Series A priced at €2.00 a share converts at €1.60. Generous terms close a bridge fast. They also tell the next investor how badly you needed it.

How much should a bridge round raise? The runway maths

Start from runway: cash on hand divided by monthly net burn, as CRV writes it. Then add the time the next round takes. CRV reckons a raise takes three to six months from first contact to close, and later rounds run longer.

Say a Turin marketplace has €480,000 in the bank and burns €80,000 a month: six months of runway. The milestone that should earn it a Series A, €100,000 of monthly revenue, is nine months away. Add six months to raise and three of buffer, and it has to last 18 months, which costs €1.44 million. Minus the €480,000 it has, the bridge is €960,000.

Now cut the burn to €65,000 before asking anyone for money. Eighteen months cost €1.17 million and the bridge falls to €690,000, 28% less. Your investors will notice you cut first and asked second. The inputs are in our guide to burn rate and runway. Want to put both versions in front of them? Our startup financial model template (Excel, €129) runs five years month by month, with runway, scenarios and a round simulator.

Compare the bridge with debt, too. With a Series A behind you, a loan may cost less equity; our guide to venture debt in Italy covers when that holds and when it doesn’t.

What does an insider bridge tell new investors?

The next investor will read your bridge before your deck. First question: did your lead put in its share? Fred Wilson’s view is that all material existing investors should take part, ‘ideally pro-rata’. If the biggest fund holds back, the people who know you best look hesitant.

Then the terms and the track record. Carta’s Learn page notes that bridges have historically carried a negative connotation, and that companies seeking one usually negotiate from weakness. The data behind the worry is stark: of 661 companies that bridged on SAFEs or notes after a priced Series A, Carta found they were ’10x less likely’ to reach the next primary round than those that bridged on priced equity. Peter Walker, who wrote it up, warns it may say more about the companies than the instrument.

An outside lead changes the read. In October 2026 TextYess, a Milan startup founded in 2023 that builds AI agents for e-commerce, announced €4 million as an extension of its seed round, structured as a SAFE. Italian Founders Fund, which wasn’t among the seed investors, led it; VC Partners and Entourage, which had led the €2.4 million seed in September 2025, came back in. Insiders following a new lead read very differently from insiders alone.

How to pitch the bridge to your current investors

1. Name the milestone and its date: one number, the one the next investor will check.
2. Show the runway maths: cash, net burn, months to the milestone, months to raise, buffer.
3. Say where the money goes, line by line, as you would on a use of funds slide.
4. Propose the instrument and the terms yourself, and ask your lead to commit first.
5. Set a closing date and a plan B, meaning the cuts you’ll make if the milestone slips.
6. Promise monthly numbers until the next round. Then send them.

Checklist: before you open a bridge round

1. Work out runway at today’s burn and after the cuts you could make this month.
2. Write down the milestone, the date and why it gets you a priced round.
3. Talk to your lead first and agree whether insiders will go pro rata.
4. Shareholder loans in Italy? Check the bylaws and the Banca d’Italia conditions first. Or skip the loan: an Italian SAFE or a capital increase also works.
5. Will the bridge trigger anything? Think anti-dilution, pre-emption rights and the caps on SAFEs you’ve already signed.
6. Run the conversion through your cap table with the discount and cap applied. Who owns what afterwards?
7. If the honest answer to ‘what comes after?’ is another bridge, rethink the plan.

This article is general information, not legal, tax or investment advice. Rules on shareholder loans, SAFEs and capital increases depend on your bylaws and change over time: ask a lawyer or a notary before you sign.