Raising money
Valuation cap
A valuation cap is the highest company value a SAFE (simple agreement for future equity) will use when it turns into shares, even if your next round is priced higher.
Also called SAFE cap
Looking this up for a class, a job, or something you want to build? If it is the last one, nommi reads your idea before you spend months on it.
A convertible note (a loan that turns into shares) uses caps the same way. A lower cap gives the early investor more shares for the same money. Below the cap, a discount (a lower price than new investors pay), if there is one, decides the share count.
This is not legal or tax advice, check with a lawyer or accountant.
What recent Carta data says
On Carta, pre-seed SAFEs from January 2025 to June 2026 had a median post-money cap of 10 million US dollars on raises of 250,000 to 499,000 US dollars, and 30 million US dollars on raises of 2.5 million or more.
| Pre-seed round size (US dollars) | Median post-money SAFE cap (US dollars) |
|---|---|
| Under 250,000 | 8 million |
| 250,000 to 499,000 | 10 million |
| 500,000 to 999,000 | 10 million |
| 1 million to 2.4 million | 15 million |
| 2.5 million or more | 30 million |
Source: Carta, State of Pre-Seed: Q2 2026, SAFEs from Q1 2025 to Q2 2026.
- SAFEs with a valuation cap and no discount, 2025 (January to September): 61%. Source: Carta, State of Seed, Winter 2025.
Companies and rounds on Carta, not the whole market. As of 5 November 2026.
When this shows up
Example, not a real founder: two angel investors, people investing their own money, offer the same amount on SAFEs with different caps. The amounts match, so the offers look equal. When the SAFEs convert, the one with the lower cap ends up owning noticeably more of your company.
What to do next
Write each cap you have agreed or been offered next to its amount. Then calculate what share each investor would own if your next round priced above all of them.
Go deeper