How Do VC's Determine a Pre-Money Valuation?

Published on
February 3, 2025
How Do VC's Determine a Pre-Money Valuation?
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Let’s talk about something every startup founder (and aspiring investor) needs to know: how do VCs determine a pre-money valuation? Sounds complex, right? Don’t worry. We are going to simplify it in this blog so that it’s easy to understand how it works.  

Valuation matters a lot when you pitch new business opportunities or join angel investor discussions. It’s not just about numbers. Startups need to demonstrate their growth story, understand their market place, and trust their inner sense when VCs decide on valuations. The way you present your startup's value to potential investors or partners can help you get higher-quality offers.

What Is Pre-Money Valuation?

To get started, we need to understand the basics. Before funding new business initiatives, investors need to put a financial value on the company. It shows what your business is worth before any new funding comes through. You need to know this because it tells you the portion of a company different investors will own before they join.

Why does it matter? The investor needs this knowledge to understand how much company shares they will receive compared to what the company's value is before getting the investor’s cash. When starting a company, deciding on the valuation affects who keeps most of the control in the long-run, the founder or investors. Learning how this process works helps you make better decisions when you raise money and create better expectations for what will happen.

For example:

If you propose a $5 million pre-money valuation, before investors contribute, someone who gives $1 million will later own 16.67% of your company post-money.

Wait, what's a post-money valuation? Let’s break it down. The post-money valuation equals your company's value before investment plus what investors pay you. Understanding the difference makes it clear how these terms work together when investors are choosing to support new businesses.

How to Determine Pre-Money Valuation from Post-Money

Now, here’s the next question: how to determine pre-money valuation from post-money? The formula is simple:

Pre-Money Valuation = Post-Money Valuation – Investment Amount

Let’s revisit our example:

Your company gets $1 million of funds from an investor. After the funding, your company is now worth $6 million (pre money + investment).

Why does figuring this out matter for actual business situations? First of all, understanding this math enables founders to better negotiate with investors. The method allows founders and investors to agree on how much the company is worth before new capital comes in. When expectations around valuation don't match, conversations could easily be delayed by disagreements or derailing the investment completely.

Investors need this calculation as much as the founders do to make informed decisions. Calculating valuation figures help investors make sure they're making the right investment decision. And for founders, figuring out this calculation shows what portion of the company they will give up when taking the investor’s money.

Hopefully this helps to clarify the difference between pre-money and post-money valuation and the importance for investors and founders to understand how it works. 

The Art and Science Behind Valuations

VCs don’t pull numbers out of thin air. Well, most don’t. There’s some logic, some math, and a sprinkle of intuition involved. Here’s how they approach it:

1. Market Comparables

VCs love comparing startups to similar companies in the market. It’s one of the quickest ways to establish a baseline valuation.

  • What are other startups in your industry worth?
  • What multiples are they trading at?

For instance, if SaaS startups in your industry are valued at 10x annual recurring revenue (ARR), a VC might start there. If your ARR is $500,000, your valuation might be around $5 million. But it doesn’t stop there. VCs will adjust this figure based on factors like your growth rate, market positioning, signed contracts, and competitive differentiation.These comparables give VCs the baseline. But they’ll tweak that baseline to account for your unique strengths or weaknesses. For example, a startup with a cutting-edge technology might ask for a premium multiple, while one facing stiff competition could see a discount.

2. Discounted Cash Flow (DCF)

This method is a bit nerdy but important. VCs estimate your future cash flows, discount them back to today’s value, and voilà, a valuation appears.Why discount? Because a dollar today is worth more than a dollar five years from now. Risk and time dilute future earnings. The higher the perceived risk, the steeper the discount rate applied.DCF is more common for later-stage companies with predictable cash flows. For early-stage startups, it’s mostly a shot in the dark. That said, even for early-stage businesses, having projections can show VCs that you’ve thought about long-term viability.

3. Risk Factor Summation

Startups are risky. VCs know this. So, they use risk factor summation to tweak valuations. This approach evaluates multiple risk categories and adjusts the base valuation accordingly.Here’s how it works:

  • Start with a base valuation (usually $2 million to $5 million for early-stage startups).
  • Adjust up or down based on risk factors like team strength, market size, competition, and technology.

Think of it as adding or subtracting points based on how risky (or promising) your startup looks. For example, a strong founding team might add $500,000 to your valuation, while a nascent market could subtract $500,000.

4. Venture Capital Method

This method starts with the end in mind. VCs calculate how much they want to make when they exit. Then they work backward to figure out what your company is worth today.For example:

  • VC invests $1 million for 20% ownership.
  • They want a 10x return ($10 million).
  • To achieve this, your company needs to be worth $50 million at exit.

Using some assumptions about future growth, they calculate your current valuation. This method emphasizes the potential upside, which is why it’s so popular among VCs. It’s also why they’re so selective about the deals they pursue.

5. The Gut Feeling

Let’s be real. Sometimes, it’s just instinct. A VC might love your vision, your team, or your traction and throw out a number that feels right.It’s not the most scientific approach, but it happens more often than you’d think. Gut feelings are often informed by years of experience and pattern recognition. While it’s not a reliable method on its own, it’s a factor that can tip the scales.

Factors That Influence Pre-Money Valuation

Now, having described the valuation methods it is time to focus on the factors that define your valuation. These are factors that determine the future of your negotiation, and therefore critical to know.

1. Traction

There is nothing quite as powerful as outcome-focused messaging. If you are generating revenue, growing users, getting partnerships, or getting positive customer references, you are on to something. Valuation increases with the degree of traction; in other words, the more people are looking at it and interacting with it, the more its value will climb. Investors regard traction as evidence that proves your idea to be viable and that people want it.

In case you have not generated any revenue yet, such factors as user attraction, product consumption or successful pilot project can increase credibility of the startup. The idea, therefore, is to show activity and movement in the right direction.

2. Team

VCs invest in people almost as much as in products in the early stages. A strong team with experience, prior success, or a prospective angle will increase your company’s valuation. On the same hand it could be pulled down by a weak or inexperienced team.

Drawing attention to these advantages that your team brings affects investors’ perception of your company’s prospects. For instance, whether your have a CTO with industry knowledge or a CEO with prior exit experience.

3. Market Size

Big markets are good because they result in big opportunities. VCs would like to see that your company is capable of growing and take market share. If you have a limited total addressable market (TAM), get ready to have a small valuation. The availability of larger markets means that there are more doors to expansion thus it reduces the danger of market saturation.

To impress investors, one should clearly define total addressable market (TAM), serviceable available market (SAM), and serviceable obtainable market (SOM). This framework will also demonstrate that you have conducted research and know where your startup belongs.

4. Competitive Landscape

Need help deciding if you’re a big fish within a small circle? Or a little fish in a sea full of highly dangerous predators? VCs look at your competitors to determine your chances of making it. If you have a clear advantage over your competitors in terms of cost, speed, or through innovation (patents), it means a lot to your valuation.

5. Technology and IP

Ownership of certain technology, ideas, or concepts can be a great plus in many cases. When you’ve created something which is difficult to imitate, then it really is a definite advantage. This is particularly valid in industries that are clearly defined such as biotech, artificial intelligence, or hardware industries.

6. Burn Rate

At what rate are you going through your cash? To a large extent, a high burn rate is considered as a risk factor, and a low one points to efficiencies. VCs will always take this into your valuation. If you are able to control and maintain your burn rate that will assist in shaping investor’s perspective on the company’s operational abilities and need for funding. 

Negotiating Your Valuation

Remember, valuation is part art, part science, and part negotiation. Here’s how to approach it:

  1. Know Your Numbers: Be clear on your traction, market potential, and financials. Confidence is key. The more prepared you are, the easier it is to justify your valuation.

  2. Tell a Compelling Story: Numbers matter, but so does your narrative. Show VCs why your startup is the next big thing. Make them believe in your vision and your ability to execute it.

  3. Be Prepared to Justify: If a VC challenges your valuation, back it up with data and logic. Transparency is your best friend here.

  4. Stay Flexible: Don’t get too hung up on the valuation. Focus on finding the right partner who adds value beyond money. Sometimes, taking a slightly lower valuation in exchange for a strategic investor can pay off in the long run.

Wrapping It Up

So, how do VCs determine a pre-money valuation? There are four main things VCs consider - what the market shows, calculating potential returns, figuring out threats, and trusting their instincts.Learning about the different evaluation methods can make it easier for you to get better terms when you talk with VC investors. Investors use both pre-money and post-money valuations to help make better decisions about which investments to make. Learning these methods helps you handle venture capital’s demanding conditions.Not paying enough attention to the valuation is a common mistake when seeking investment. Valuation isn’t just about financial transactions; it shows the future possibilities for both parties working together. When you're seeking investment or investing yourself, keep exploring, improving every day, and enjoy the learning process.

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Jed Ng
Author:
Jed Ng

“Jed is the Founder of AngelSchool.vc - a program dedicated to helping angels build their own syndicates.

He has a track record of exits and Unicorns, and is backed by 1400+ LPs.

He previously built and ran the world's largest API Marketplace in partnership with a16z-backed, RapidAPI".

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