investment

What Is Post-Money Valuation?

Post-money valuation is pre-money valuation plus the new equity capital in the round (with careful treatment of notes converting and of the option pool). It is the denominator for the new investors’ ownership.

The denominator

If new investors put in €5m at a €20m post-money, they own 25% — before you adjust for converting convertible notes, warrants, and whether “post-money” includes the pool. Practitioners still argue about post-money SAFEs versus pre-money SAFEs because the same English words hide different share-count math.

Pre-money + new primary cash ≈ post-money. Secondary sales (founders selling shares) do not increase post-money even though cash changes hands.

Illustration (labeled)

Pre-money €9m, primary €3m, post-money €12m, 25% sold. A €1m note converts into the round at a cap that issues extra shares. New-money percent is no longer 25% of the fully diluted post-round cap table. The term sheet’s “post-money” was incomplete.

Why ICs misuse it

Funds report “we invested at a €100m post-money.” LPs hear a valuation of the company. IPEV fair value at quarter-end may be lower, especially if prefs are involved or if the round was a signalling price.

Common mistakes

Adding convertible principal to post-money twice. Comparing post-money to enterprise value without adding net debt. Using post-money as a scoreboard between companies with different cash and debt.

Limitations

Post-money is round arithmetic. It is not a business valuation of control, and it is not cash in the bank after fees.

Dazur Perspective

Always restate a round in a cap table model: primary, secondary, convertibles, pool, cash, debt. Then, if the conversation is M&A, switch to enterprise and equity value. Dazur keeps those objects separate on purpose.

Related terms

Sources