Valuation Cap: What Does it Mean And Why is it Important?

Government Grants for Startups

Valuation caps can attract investors to your startup and provide them with an incentive to invest — but how do they work?

So how does a valuation cap work? Launching a successful funding round for your startup will introduce you to a broad range of new terms. It’s critical that you understand these terms and what they mean in order to ensure that you capture funding on terms that are favourable to your business.

If you’re considering raising funds for your startup or business, you may have encountered the terms “convertible notes,” “SAFEs,” or “valuation cap” before. Here’s what these terms mean, and how they relate to the funding process.

What is a Convertible Note?

Equity investments are not the only way a startup may choose to capture startup capital from investors. Convertible notes represent an alternative method of raising capital and can deliver a number of advantages.

Put simply, a convertible note is a loan from an investor to your startup or company. In the case of convertible notes, this loan will convert into equity when a trigger event occurs. These events can include the closing of successful future investment rounds, exit events, or the reaching of a maturity date.

What is a SAFE?

A SAFE, or Simple Agreement for Future Equity, is a method of raising capital in which an investor provides capital to a startup or company on the condition that they have the option to convert their investment into shares when a specific trigger event occurs.

Similarly, to convertible notes, these trigger events can include exit events or successful qualifying rounds in which a company exchanges equity for capital. In many cases, a SAFE offers discounts at conversion in order to provide the investor with a larger number of shares for the capital they invest.

Convertible Notes, SAFEs, and Valuation Caps

While the specifics of SAFEs and convertible notes differ, both convert equity when specific trigger events occur. In most cases, this trigger event is the next round of financing that a startup or company embarks on.

Both SAFEs and convertible notes offer investor-friendly clauses such as discounts and valuation caps. In the case that there is no offer for discounts or valuation caps, the SAFE or convertible note will be converted into equity at the price of the company’s valuation in the subsequent round.

What is a Valuation Cap?

A valuation cap provides SAFE or convertible note holders an opportunity to convert their investment into equity at the lower end of the valuation cap, or the price in subsequent funding rounds.

Put simply, a valuation cap ensures that an investor’s contribution to a startup or company via a SAFE or convertible note is converted into equity at a set maximum price. It’s important to note that this maximum price is limited — even in a scenario in which the value of a company during subsequent rounds is higher than the value specified in the valuation cap.

Let’s say, for example, a company that enters into a SAFE or issues convertible notes to an investor with a valuation cap of $1 million. Should the company’s valuation at the next funding round reach $1.5 million, the investor’s SAFE or convertible note would convert into equity at the valuation cap price of $1 million.

What are the Benefits of Valuation Caps?

Valuation caps provide investors with an incentive to invest early in promising startups. If, for example, the valuation cap is half than the valuation of a startup or company at the time of the next funding round, the investor will receive twice the amount of equity in return for their investment.

A lower valuation cap will provide an investor with a potentially higher equity percentage at the next funding round. A valuation cap also protects investors from disproportionately small equity conversion percentages during subsequent valuation rounds.

Key Takeaways

Valuation caps provide investors with incentives to invest in companies as well as a degree of risk minimization. Startup founders and entrepreneurs can leverage the benefits of valuation caps to attract investors when other capital raising methods, such as traditional equity investments.

Determining the best fundraising method for your startup or company can be a confusing process. If you’re not sure how to raise capital for your startup, reach out to Fullstack for comprehensive guidance today. You can also check out these articles:

Raising Capital: 7 Key Questions You Need to Ask

Startup Equity Capital – a Balancing Act

Funds for Startups: Series A, B, C, & D Rounds

Was this article helpful?

Stuart Reynolds is the founder of Fullstack Advisory, an award-winning accounting firm for businesses leading the future. He is a 3rd generation accountant who specialises in tech & online companies.

Share this Article

Find out more.

Need accounting

Request a consultation and speak to one of our business accountants & advisors. Get clear next steps for your project.

Connect with us

Ask Us a Question?

Reach out to us about any of the topics in this article.


Speak to our experts

Other ways to get in touch with us.

Your Privacy


We will never share your details with any third-party.

This form collects your name contact number and email address so that we can contact with you and provide a quote for our services. Please check our Privacy policy to see how we protect and manage your submitted data.



Suite 63, 388 George St, Sydney NSW 2000



120 Spencer St Melbourne VIC 3000



310 Edward St Brisbane QLD 4000