A clause in a SAFE or convertible note that sets the maximum company valuation at which an investor’s investment will convert into equity—designed to protect early investors from excessive dilution in future funding rounds.
What is a Valuation Cap?
A Valuation Cap is a key term used in convertible instruments such as SAFEs (Simple Agreements for Future Equity) and convertible notes, which are popular ways for startups to raise money before setting a formal valuation. The valuation cap sets the maximum company valuation that will be used to calculate the investor’s equity when their investment converts into shares—usually during a future priced funding round.
Here’s how it works: when a startup raises funds using a SAFE or note, investors provide capital upfront but don’t immediately receive shares. Instead, their investment converts into equity at a later date—typically when the company raises its next formal funding round. The valuation cap ensures that early investors receive equity as if the company had a lower valuation, rewarding them for taking early risk.
For example, suppose a founder raises money using a SAFE with a $5 million valuation cap. Later, the company raises a Series A round at a $10 million valuation. Even though the new investors are paying based on the $10 million valuation, the SAFE investor’s money converts into equity at the capped $5 million valuation, meaning they get more shares for their initial investment.
In essence, the valuation cap is a founder-friendly but investor-protective mechanism. It doesn’t set the company’s actual valuation—it just determines the maximum price per share early investors will pay when converting their investment.
Valuation caps are often paired with discount rates, which offer another method for rewarding early investors, though the cap usually takes precedence if both are included. From a founder’s perspective, setting the cap involves a delicate balance: too low a cap may give away too much equity early on; too high a cap may deter investors from participating.
For non-U.S. founders raising money in the U.S., valuation caps are a common term to negotiate when issuing SAFEs to U.S. angel investors or accelerators. While caps don’t reflect a formal valuation, they carry implicit signaling about how the founder and investors view the company’s potential worth.
In summary, a valuation cap ensures early investors are compensated with favorable equity terms if the startup grows quickly and raises at a higher valuation later. It aligns incentives and protects against dilution without requiring immediate negotiation over the company’s valuation at the pre-seed or seed stage.
