Valuation Cap

What they are & why they matter

Table of Contents

What Does a Valuation Cap Do?

Why Are Valuation Caps Important?

Concluding thoughts

A SAFE (Simple Agreement for Future Equity) note is a financial instrument that allows startup founders to raise capital without giving up equity. It is an alternative to traditional venture capital investments. An important part of the SAFE note is the valuation cap, which sets a limit on the price-per-share when the SAFE converts into equity. In this blog post we will explain how valuation caps work and why they are important for both startup founders and investors.

What Does a Valuation Cap Do?

A valuation cap is a predetermined upper limit on what the startup’s stock could be worth at conversion. This means that if the company's valuation exceeds this predetermined upper limit, then the investor will receive shares at this predetermined value rather than at the higher value.  For example, if an investor invests $100 with a pre-money valuation cap of $200 and the company's pre-money valuation later rises to $300, then the investor will only receive shares valued at $200 instead of $300.  This ensures that investors get their fair share of ownership in exchange for their investment, even if the company's worth increases after they invested in it.

Why Are Valuation Caps Important?

Valuation caps are important because they protect investors from overpaying for equity in a startup that may not be worth as much as they think it is. They also protect founders from selling too much equity too early, which can dilute their ownership stake in their own business. Investing in startups can be risky, so having some sort of limit on how much money investors put into a business can help ensure that everyone involved gets fair compensation for their investment and efforts.  
Valuation caps are also important because they provide clarity about how much equity each party has in the company before any funding takes place, making it easier to allocate ownership once investment money comes in. Knowing exactly how much equity each investor holds helps prevent potential disputes down the line about who owns what percentage of a business’s stock.  This makes things simpler for both founders and investors and reduces potential conflict between them down the line.


Valuation caps are an important part of any SAFE note agreement because they set limits on how much money investors can put into a startup without diluting founder ownership too much or overpaying for equity in an uncertain investment situation. Valuation caps provide clarity about who owns what percentage of a business’s stock before any funding takes place and make sure everyone involved gets fair compensation for their contributions to a business’s success or failure. If you are considering using SAFE notes to fund your startup, understanding how valuation caps work is essential if you want to make sure everyone involved benefits from your venture equally and fairly.

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