🧠 ProductTank, TravelTech, Accelerator & Funding Opportunities, Investment Terms
Here’s your Campfire for Monday, May 11th
📣 Asks, Offers, Updates, & Deadlines
🗺️ Applications are now open for Geovation Scotland’s 12-month accelerator for early-stage tech startups using location or property data. Selected startups receive up to £15k equity-free funding, mentorship, Edinburgh workspace, and access to geospatial expertise and data. Open to pre-seed and seed-stage startups under 3 years old with under £300k funding. MORE INFO
🚀 Opportunity: Shott Scale Up Accelerator Leadership support for senior leaders of scaling deep tech and engineering SMEs, including training, mentoring, a £10,000 grant and access to expert networks. Apply by 18 May 2026. Details Here
📘 The Entrepreneurs’ Guide to Social Investment from Firstport: “a clear, practical resource to help social entrepreneurs understand funding options, key terms, and what it means to be investment-ready. Built with input from Social Investment Scotland, Good Finance, and The Ventures Lab”. Access the Guide here.
🚨 Start to Scale by Shepherd and Wedderburn is offering eligible subscribers of Campfire exclusive access to their ‘Start to Scale Hub’ which helps companies create template legal agreements in minutes for free. To learn more and request access click here.
👭 Interested in connecting with possible co-founders? Fill in your listing on Cofounder Curious today! Connect with others for possible cofounder matching here.
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Scaling Up: The Terms You’ll See When You Raise Proper Money
By Stephen Trombala, Partner - Corporate, Shepherd and Wedderburn
If you’ve made it through your first round of funding and your founders’ agreement is in place, congratulations. Now for the bit where the terms start to get more complicated. When you raise a proper venture round, you’ll encounter a new set of concepts that can sound intimidating if you haven’t seen them before. Most of them shouldn’t worry you. A couple of them should. Here’s how to tell the difference.
Preference shares: why isn’t everybody equal?
Imagine a world where every investor just buys ordinary shares in the company. Same rights, same entitlements per share. Simple. That’s the easiest model, and at the very early stage, it’s often how things work.
But once you start raising from institutional investors, you’ll almost certainly be issuing preference shares. Specifically, non-participating preference shares, which are the standard financing instrument for venture capital in the UK.
Here’s what they mean in plain English. A preference shareholder is essentially saying: “I’ve put money into this company. I’m trusting the people running it to generate value with that money. But if things don’t work out, I’d like my money back first before anyone else gets paid.” Think of it as a bit of debt sitting inside the company’s equity structure. But here’s the key: if the return is better than just getting their money back, the preference shareholder takes their pro rata equity share instead. Whichever is higher.
That’s a non-participating preference share. And it shouldn’t scare you, because you should be backing yourself. You’re not taking money from investors on the basis that you’re going to destroy the value they’ve given you. You’re taking it because you believe you can generate a lot more with it.
Where founders sometimes get confused is between non-participating and participating preference shares. A participating preference share says: “I get my money back first and I also get my equity share on top.” That’s a much more aggressive instrument, more like double-dipping. It can happen, usually when a company is pushing for a valuation that the investor can’t quite get to, and the participating pref is a way to bridge that gap. But it’s the exception, not the norm.
Anti-dilution: not what most people think
When founders hear “anti-dilution,” they often assume it means an investor is buying, say, 5% of the company and will hold 5% forever. That’s not what it means.
Anti-dilution is really about protecting an investor against overpaying in a previous round. If I invest at a certain valuation and the company then raises its next round at a lower price, a down round, anti-dilution gives me some additional equity to compensate. There are two common flavours. Full ratchet is the more aggressive version: the investor gets repriced to the cheapest price per share in the new round. Weighted average is more common (and more reasonable in my opinion): the investor gets a blended price that factors in the relative size of the new round.
These provisions are standard, and founders shouldn’t lose sleep over them. At the end of the day, it’s the management team that’s running the show and using the capital to generate value. If you’re doing your job well, anti-dilution never bites.
That said, there are some darker corners of the market worth being aware of. Occasionally, you’ll see investors seeking evergreen warrants or options over a fixed percentage of the company’s fully diluted capital, exercisable for basically nothing, in perpetuity. That’s a very different beast and one to steer well clear of.
Preemption rights
In the UK, these are what Americans would call pro rata rights, and they come in two flavours. The first is the right to participate when the company issues new shares, so existing investors get a chance to maintain their percentage by investing in the new round. The second is rights of first refusal on share transfers, meaning if an existing shareholder wants to sell, certain other shareholders get first dibs.
Once upon a time, nearly all shareholders would have had preemption rights. These days, it’s more common for only the material investors, typically those holding around 5% or more of the equity, to have them as standard.
Keep your flexibility
The one piece of advice I’d leave founders with on all of this: try to give yourself as much flexibility as possible to run the business without having to go back to investors for permission on every decision. Investors will have their protections, anti-dilution, preemption rights, board seats, and that’s fine. But make sure you retain enough control to move quickly.
And above all, try to avoid giving any single investor a veto right. It gives them disproportionate leverage relative to their position on the cap table, and it makes your company less attractive to future investors. If you can avoid it, avoid it.
Stephen Trombala is a Partner in Shepherd and Wedderburn’s Corporate division. He has particular expertise in equity capital markets, mergers and acquisitions, and private equity. This is Part 3 of a three-part series on legal fundamentals for startup founders, produced in partnership with Shepherd and Wedderburn. Part 1 covered first-round funding instruments and cap table basics. Part 2 covered founders’ agreements and leaver provisions.
To find out more about how Shepherd and Wedderburn can help you design a share incentive scheme that works for both you and your team members, reach out to them here.
📅 Events
🍽️ 11/05, 12:00, 🗺️ Edinburgh: U.S Expansion Founders Lunch feat. Wilson Sonsini An exclusive founder lunch for Scottish startup leaders to share insights and get practical advice on US expansion, hiring, and fundraising from experienced experts. MORE INFO
🧠 11/05, 17:00, 🗺️ Edinburgh: Blockchain Scotland Meetup Blockchain Scotland Meetup at Bayes Centre with talks, pizza & drinks, and relaxed networking, with an after-party at The Pear Tree. MORE INFO
💬 13/05, 10:00, 🗺️ Edinburgh: Running your own business? Join The Knowledge Room at Hotel Indigo, Princes St. A relaxed and friendly morning for freelancers and small business owners to share ideas, ask questions, and find the right support to help your business grow. MORE INFO
💻 14/05, 11:00, 🗺️ Virtual: Digital Health Funding Webinar learn how Scottish scaleups can access European Series A investment, with real case studies and funding insights. MORE INFO
🌍 14/05, 18:00, 🗺️ Glasgow: People, Planet, Pint a friendly, no-pressure sustainability meetup to meet like-minded people and talk all things climate over a drink MORE INFO
🎤 20/05, 18:00, 🗺️ Edinburgh: ProductTank Edinburgh: World Product Day 2026 a special ProductTank event with Matt LeMay, exploring cross-functional teams (through Metallica), plus food and good conversation MORE INFO
🚀 20/05, 17:00, 🗺️ Glasgow: Heritage & Horizon: An Evening at Barclays Eagle Labs Tartan Space Suit & Flying Car Showcase giving a unique evening exploring heritage and future tech, with talks, demos, drinks, and networking MORE INFO
🌍 20/05, 19:00, 🗺️ Aberdeen: People, Planet, Pint a friendly, no-pressure sustainability meetup to meet like-minded people and talk all things climate over a drink MORE INFO
🤖 21/05, 09:00, 🗺️ Glasgow: AI 2026 Business Summit a senior-level forum exploring real-world AI impact, challenges, and how to turn potential into tangible ROI MORE INFO
👥 21/05, 16:00, 🗺️ Dundee & Tay Cities: Techscaler Tech Meetup a casual evening of tech community chats, founder stories, networking, and opportunities across the region MORE INFO
✈️ 21/05, 16:00, 🗺️ Edinburgh: Traveltech Meet Up explore how AI is reshaping travel search, with practical strategies for staying visible and getting found MORE INFO
🌍 21/05, 18:30, 🗺️ Edinburgh: People, Planet, Pint a relaxed sustainability meetup with a short talk from ELREC on local climate projects and the upcoming Edinburgh Climate Festival, plus drinks and good conversation MORE INFO
🤝 26/05, 14:30, 🗺️ Edinburgh: Business Networking Event in Old Town Informal marketing & advertising networking at Levels Cafe & Lounge and connect with founders and professionals, with open networking, a short intro, and Q&A. MORE INFO
⚡ 26/05, 17:30, 🗺️ Edinburgh: Tech Meetup May 2026 community tech talks, demos, networking, free pizza, and drinks with the local tech crowd MORE INFO
🔥 26/05, 18:00, 🗺️ Edinburgh: Founders Meetup Edinburgh May 2026 tactical fireside chat with experienced entrepreneurs plus speed networking with founders, cofounders, and investors. MORE INFO
🤝 26/05, 11:00, 🗺️ Edinburgh: Raising Money Without Regret: Smart Capital for Impact Founders A founder-first session on making smarter funding decisions, with expert insights. Expect honest conversations, a clear breakdown of funding options for purpose-driven businesses, and an open AMA MORE INFO
💻 27/05, 10:00, 🗺️ Edinburgh: Coworking Day: Connect & Work Smarter @ Anderson Strathern a full-day workspace for startup leaders to get things done, solve problems, and have useful conversations with the right people MORE INFO
💬 28/05, 10:00, 🗺️ Edinburgh: Funding That Fits: A Night for Female Founders, Funders & Investors connect with founders, investors, and funders to explore smarter funding options for women-led businesses MORE INFO
💰 28/05, 10:00, 🗺️ Hatwick: South of Scotland Access to Finance Conference a practical event for businesses looking to secure funding, connect with lenders, and better navigate the finance landscape MORE INFO
💡 02/06, 09:00, 🗺️ Edinburgh: Fast Forward: Data, Digital & AI A one-day conference on 2 June with the University of Edinburgh exploring data, digital, and AI through talks, workshops, and cross-sector collaboration. “Connect with researchers, industry, and public sector partners to share ideas and explore real-world applications”. Details here
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Team 🔥 Campfire