A promissory note is a written financial instrument that constitutes a promise by the maker to pay a specified sum of money to a named party at a definite time or on demand.

A private placement is the sale of securities directly to a select group of investors without a public offering, typically to accredited investors or institutions, exempt from full SEC registration requirements.

A first-person shooter is a video game genre where players experience the action from the protagonist’s point of view, typically involving combat with ranged weapons, including popular titles like Call of Duty, Counter-Strike, and Valorant.

Esports refers to organized, multiplayer video game competitions — particularly between professional players — watched by large audiences both online and in person, having become a multi-billion dollar global industry.

“Play to win” in a startup context refers to making bold, ambitious decisions to achieve market dominance, rather than playing conservatively to merely survive or protect existing gains.

Pari passu is a Latin term meaning “equal footing,” used in finance to describe securities or obligations that have equal rights, with no one party having priority over another in distributions or payments.

Oversubscription occurs when investor demand for a securities offering exceeds the number of shares being offered, signaling strong interest and allowing issuers to be selective about who participates.

An oversubscription privilege allows existing shareholders to purchase additional shares beyond their pro-rata entitlement in a rights offering if other shareholders don’t exercise their rights, preventing dilution.

In startup contexts, overhang refers to the amount of unexercised employee stock options and warrants outstanding that could dilute existing shareholders when exercised, representing a potential future dilution burden.

Par value is the face value of a share as stated in a company’s articles of incorporation, typically a very small amount (e.g., $0.0001 per share) with little practical significance but important for legal purposes.