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Company valuation negotiated with investors immediately before the new round closes — the denominator for the new investors' ownership math. Per the NVCA Model Documents, pre-money = post-money − new money raised. Common pitfall: when convertible instruments (SAFEs, notes) are outstanding, the "headline" pre-money the CEO quotes and the effective pre-money after conversion can differ materially — the board should always ask for both. Equally important: option-pool top-ups taken pre-close come out of the pre-money share count, diluting founders not investors (the "option pool shuffle"). — Fundraising KPI anchored to NVCA Model Legal Documents (2024 revision).

Rogue ID: fundraising.pre_money_valuation Type: Currency Domain: Fundraising

Definition

Formula

pre_money_valuation = post_money_valuation − total_round_size. Per NVCA Model Documents convention. Effective pre-money after SAFE/note conversion can be lower than headline — surface both when convertibles are material.

Why it matters

Sets the price for the round. Drives founder_dilution, the option-pool top-up math, and the precedent for the next round (down-rounds are punishing to recover from).

How to interpret

Compare to stage-relative ranges from quarterly Carta / PitchBook reports (e.g. seed median has moved $12–18M post-money in 2024–2025). A pre-money below stage median typically signals either harsher terms or a strategic discount; above stage median demands real metric backing.

Calculation policy

How an AI agent should compute this KPI from messy company data. Free-text rules consumed at reasoning time — not a deterministic DSL. The most common ways to get this wrong are listed under Common miscomputations.

Inclusion rules

Company valuation negotiated with investors immediately BEFORE the new round closes — the denominator for new investors' ownership math.
Per NVCA Model Documents: pre_money = post_money − new money raised.

Exclusion rules

The new round capital itself — adding it gives post-money, not pre-money.
Not target_valuation or minimum_valuation (the band the team set going in) — pre-money is the single realized negotiated price.
Headline pre-money is not effective pre-money when convertibles are outstanding — surface both, but do not conflate them.

Required inputs

The negotiated post-money and round size (pre = post − round), OR the directly negotiated pre-money.
Fully-diluted pre-round share count, including any pre-close option-pool top-up.
Outstanding convertible (SAFE / note) terms, to compute effective pre-money after conversion.

Data-source priority

Executed term sheet (the negotiated price).
The fully-diluted cap-table model for effective pre-money after SAFE / note conversion.

Edge cases

Convertibles outstanding: headline pre-money the CEO quotes and effective pre-money after SAFE / note conversion can differ materially — the board should always ask for both.
Option-pool shuffle: a pre-close pool top-up comes out of the pre-money share count, diluting founders not investors — include it in the dilution read.

Validation checks

pre_money_valuation + total_round_size = post_money_valuation (NVCA identity).
Compare to stage-relative Carta / PitchBook ranges — a pre-money below stage median signals harsher terms or a strategic discount; above demands real metric backing.

Common miscomputations

Quoting post-money as pre-money (off by the full round size).
Ignoring outstanding SAFEs / notes so the headline pre-money overstates the effective per-share price.
Treating the target / minimum valuation band as the realized pre-money before a term sheet exists.

fundraising.post_money_valuation
fundraising.total_round_size
fundraising.founder_dilution
fundraising.convertible_outstanding

Source

NVCA Model Legal Documents (2024 revision) · section: Series A Charter — Original Issue Price — published 2024-01-01.

Why does this cite NVCA Model Legal Documents (2024 revision)? Read the ontology methodology for the published vs editorial tier system, attribution rules, and dispute process.