Flat Round
A funding round at the same valuation as the previous round.
Definition
A flat round raises capital at roughly the same valuation as the prior round. While not as bad as a down round, it signals that the company has not grown enough to justify a higher price. In a market where startups are expected to grow quickly between rounds, a flat round can be a warning sign. It does not trigger anti-dilution protections.
Why it matters
A flat round means your equity is not increasing in value. The company is raising more money (diluting you) without a higher share price to offset it. Your ownership percentage decreases with no gain in per-share value.
Example
A company raised Series A at $50M and raises Series B at $50M. It sells 20% of the company, diluting everyone by 20%, but the price per share stays the same. Employees see their ownership drop with no paper gain.