Cap table starter
A first cap table: founders, option pool, and the SAFEs waiting to convert.
Spreadsheet
Valuation and dilution
The earlier the company, the more important the assumptions.
August 19, 2026
Open Note: Read this as a decision framework, not a universal benchmark. The right answer depends on stage, sector, geography, traction, and the capital your company actually needs.
Short answer: A typical pre-seed valuation is not one reliable number. It is a negotiation range shaped by the company’s stage, team, market, product evidence, early demand, capital needs, and financing alternatives. When comparable evidence is thin, founders should focus on the proof the round will create, the amount of ownership sold, and whether the price leaves room for a healthy next step.
Pre-seed founders often want a number that tells them whether an offer is fair. The market rarely provides that certainty because companies at this stage may have limited revenue, changing products, and different definitions of traction.
A useful pre-seed valuation conversation is about risk allocation. Investors are deciding how much capital to commit for a share of a very uncertain outcome. Founders are deciding how much ownership to transfer before the company has more evidence.
Say what exists today: idea, prototype, beta, paid pilots, revenue, retention, or a repeatable acquisition channel. Two companies called pre-seed can have dramatically different evidence. Include the date, customer segment, geography, and metric definition where material.
At pre-seed, the team’s insight and ability to execute are part of the evidence. Explain the problem you have experienced, the unfair access or expertise you bring, and which capabilities you still need to hire or develop.
Do not choose the raise amount only because it produces a familiar valuation. Estimate the runway, burn, hires, product work, and milestone the company needs. A smaller round that reaches a clear proof point may be better than a larger round that creates more dilution and operating pressure.
Pre-seed capital can come from a SAFE, priced round, grants, customers, revenue, angels, or a slower bootstrap path. Compare the economics, speed, reporting burden, and future flexibility. The best answer may be to raise less or wait until the evidence improves.
Convert the proposed terms into a fully diluted cap table. Include the option pool, existing SAFEs, notes, pro rata rights, and likely next round. A headline valuation can sound attractive while the structure transfers more ownership than expected.
Evidence does not have to mean revenue. At pre-seed, a strong customer discovery pattern, technical validation, usage behavior, or a signed design-partner commitment may be useful if the claim is specific and the company can explain what it proves. The weaker the evidence, the more conservative the financing plan should be.
Imagine a team with a working beta, 12 design partners, and early usage but no recurring revenue. They need $1.2 million for 15 months to reach paid conversion and retention evidence. They compare a $5 million, $7 million, and $9 million pre-money case. These figures are illustrative, not a market benchmark or prediction.
The founders model ownership sold, a future option pool, and the milestone required for the next round. The middle case may be the strongest if it funds the work without setting a price the company cannot support later. The lower case may be rational if it brings a high-conviction investor or allows a smaller raise with less pressure.
Set a written stop condition for the raise. If the company cannot reach the milestone with the proposed amount, or if the terms require an ownership transfer the founders cannot support, change the financing plan. The answer may be a smaller bridge, customer-funded development, a grant, or waiting for better evidence.
Keep the valuation conversation tied to a dated snapshot of the business. If the product, market, or traction changes, update the assumptions rather than defending an old number because it was once discussed.
Bring the investor a clear evidence map and cap table, not a claim that the company deserves a number. Decide how much dilution is acceptable for the milestone, then compare the alternatives. A clean, appropriately sized round is often more useful than an impressive headline.
Do not use a public valuation list as a substitute for company-specific analysis. Do not assume a SAFE cap is the same as a priced-round valuation. If no financing path creates enough runway to test the core risk, consider changing the plan before negotiating the price.
Use the SAFE + Dilution Decoder to compare a proposed pre-seed amount, cap, discount, and ownership outcome.
Continue with How Do Investors Decide What a Startup Is Worth? and What Is a Typical Pre-Seed Valuation?.
Disclosure: This is general educational information for founders, not legal, tax, accounting, investment, or financial advice. Illustrative numbers are examples only.
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A first cap table: founders, option pool, and the SAFEs waiting to convert.
Spreadsheet
Write the case for your number before an investor asks for it, in the terms they actually weigh.
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Originally published in The Raise Memo.