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Fundraising

What is the difference between pre-money and post-money valuation?

Quick Answer

Pre-money valuation is a company's value before new investment; post-money is the value after. Post-Money = Pre-Money + Investment Amount. A $10M pre-money with $2M invested = $12M post-money, giving the investor 16.7% ownership.

Detailed Answer

Pre-money and post-money valuations determine how much of the company an investor receives for their investment.

Formulas: - Post-Money Valuation = Pre-Money Valuation + New Investment - Investor Ownership % = Investment ÷ Post-Money Valuation - Price Per Share = Pre-Money Valuation ÷ Pre-Money Shares Outstanding

Example: - Pre-money valuation: $8M - Investment: $2M - Post-money: $10M - Investor gets: $2M ÷ $10M = 20%

Important nuance — **Option pool shuffle:** VCs often require the option pool to be created (or topped up) before pricing, which comes out of the pre-money. If a $10M pre-money includes a 15% option pool top-up, the effective pre-money for existing shareholders is lower.

Pre-money with option pool: The real founder dilution is the investment dilution PLUS the option pool dilution.

SAFE/Note complication: Post-money SAFEs (introduced by YC in 2018) define the cap as post-money, making dilution calculations clearer but often resulting in more dilution for founders if multiple SAFEs are issued.

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