Minimum Valuation
Definition
The lowest pre-money valuation management would accept to close the current round — the valuation walk-away floor. Distinct from the precise NVCA-defined `pre_money_valuation` (the single negotiated point that actually prices the round): this is the bottom of the acceptable band the team set going in. Common pitfall: teams anchor only on a target valuation and have no pre-agreed floor, so in a soft market they negotiate against themselves with no board-sanctioned line. Pair with `fundraising.target_valuation` to give the board the band, and read both against stage-relative ranges from quarterly Carta / PitchBook reports.
Why it matters
Gives the board the worst-case price of the round before negotiations start — the line below which the team should pause, re-scope, or consider a bridge rather than accept a down-round-anchoring price. Without a pre-agreed floor, valuation discipline erodes in a soft market.
How it's calculated
Currency floor — set by management as the valuation walk-away line for the round. Distinct from `pre_money_valuation` (the single negotiated price) and `target_valuation` (the valuation being run to). Typically expressed as pre-money to match `pre_money_valuation`. How to interpret it
Read as the bottom of the valuation band alongside `target_valuation`. A minimum well below stage-median pre-money (per quarterly Carta / PitchBook reports) signals the team is bracing for a hard market; a minimum equal to target signals high conviction (or inflexibility). A breached floor (a term sheet below the minimum) is a board-decision event, not a management one.
Source
imboard Editorial
Stage relevance
Typically owned by
Related KPIs
The pre-money valuation the current round is being run to land — the valuation "ask" that anchors the pitch and the dilution math management is targeting. Distinct from `pre_money_valuation` (the precise NVCA-defined price the round actually closes at, known only once a term sheet is signed): this is the aim, set going in. The board reads the target alongside `fundraising.minimum_valuation` as a valuation BAND — the two together tell a very different story than a single point. Common pitfall: a target valuation set on 2021-vintage multiples in a compressed market; always sanity-check against current stage-relative ranges from quarterly Carta / PitchBook / SaaS Capital reports.
Company valuation negotiated with investors immediately before the new round closes — the denominator for the new investors' ownership math. Per the NVCA Model Documents, pre-money = post-money − new money raised. Common pitfall: when convertible instruments (SAFEs, notes) are outstanding, the "headline" pre-money the CEO quotes and the effective pre-money after conversion can differ materially — the board should always ask for both. Equally important: option-pool top-ups taken pre-close come out of the pre-money share count, diluting founders not investors (the "option pool shuffle").
Company valuation immediately after the new round closes, including the new capital raised — the canonical "valuation" number quoted in TechCrunch headlines. Per NVCA Model Documents, post-money = pre-money + new money raised. Common pitfall: post-money math gets messy with SAFEs — modern post-money SAFEs (the YC 2018+ form, per the Y Combinator SAFE primer) fix dilution at the SAFE's valuation cap regardless of subsequent priced-round pricing, so the board should always reconcile the headline post-money against the fully-diluted cap table.
Floor — the smallest amount of committed capital required to legally close the round (often set in the subscription agreement) or the strategically smallest amount management would accept before re-pricing or pausing. Common pitfall: a `target_raise` of $10M and a `minimum_close_amount` of $4M tells a very different story than a target of $10M and a minimum of $9M — boards should always see both. Per common practice (NVCA Model Documents allow flexibility here), the minimum is typically 50–75% of target at seed, 70–90% at A+.
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