iTechGuides is reader-supported. When you buy through links on our site, we may earn an affiliate commission. As an Amazon Associate I earn from qualifying purchases. Learn more
A startup term sheet is easier to compare when you look past its headline valuation. Check whether the number is pre-money or post-money, how the fully diluted share count and option pool are treated, how much ownership existing SAFEs and notes may claim, and what investors receive first in a sale. Those details determine how much of the company founders retain and how much cash founders and employees may receive at different exit prices.
What does valuation mean in a startup term sheet?
Valuation is the negotiated value used to describe the company in a financing. The first question is whether the number is pre-money or post-money: pre-money is before the new investment, while post-money is after it. The distinction matters because the investment changes the ownership calculation.
A headline number is not enough to tell you what percentage of the company is being sold. That percentage depends on the share-count assumptions used to calculate fully diluted ownership, including how the option pool is treated. Cooley GO specifically cautions that including the option pool in the fully diluted pre-money valuation affects dilution. Ask to see the calculation, not just the valuation figure.
What to verify alongside the headline
- Pre-money or post-money: identify which definition the term sheet uses and what investment amount is included in the calculation.
- Fully diluted share count: confirm which shares and potential shares are included in the denominator.
- Option-pool treatment: establish whether the pool is counted before or after the investment and whether the company must create or increase it for the round.
- Existing convertibles: include outstanding SAFEs, notes, and other instruments in the ownership model, rather than treating the new round in isolation.
Two offers with the same headline valuation can produce different founder ownership if their share-count or pool assumptions differ. Conversely, a lower headline valuation may not tell the whole economic story if the other terms are more favorable. There is no universal comparison result independent of the actual documents and assumptions.
#1 Best Overall
- Powerful Turbo Fan:CAGIWIRU Electric Air Duster have reached speed up to 130000RPM,Can efficient remove dust and debris.With LED light and Three Adjustable Speed to meet with different cleaning tasks.
- With Attached USB C Fasting Charging cable.Charing 3 hours,Enjoy up to 240 minutes of use on the lowest setting, For third speed can use for 25mins.with four charging options to meet with your needs.
- Wide Application: attached 5 different nozzles,making it suitable for a variety of scenes, such as car,pet, pc, keyboards, and other electronic devices. It also serves for office and home clean duster.
- Handy Design & Portable:Cordless air duster electric nozzle is Light weight and small size, design and comfortable to hold and space saving, convenient to carry around. You can put it in your room or inside the car without taking up space.
- Economical &Reusable: Built durable materials with a long-lasting battery,our CAGIWIRU air duster it's a sustainable alternative to disposable air cans.
How much will a round dilute me?
Dilution is the reduction in an existing holder’s percentage ownership when new shares or rights to shares are issued. To estimate it, model the full financing: existing ownership, convertible instruments, the new investment, and any new or increased option pool. A single headline valuation cannot provide that answer by itself.
Estimate ownership sold by a post-money SAFE
For a post-money valuation-cap SAFE, Y Combinator explains the basic estimate as:
Investment amount ÷ post-money valuation cap = estimated ownership sold
What’s actually slowing this PC down?
Pick the symptom - the matching free tool is one click away.
For example, $500,000 invested against a $5 million post-money cap implies 10% ownership before dilution from later priced-round money or a new or increased option pool. This illustrates the formula; it is not a prediction of a particular company’s final ownership or exit proceeds.
Rank #2
- Screen Cleaner is Your Screen’s New Bestfriend! - EVEO is proud to present a screen cleaner that’s perfectly suited for your TV. Meet your new screen cleaner, computer screen cleaner, laptop cleaner, iPad cleaner, Macbook,tv cleaner or any other electronic device. Our screen cleaner spray and wipe along with the included plush microfiber cloth, easily removes dust, fingerprints & other smudges on the screen’s surface. Clean effectively for a streak-free screen
- Gentle on your Screens - Our screen cleaner spray and wipes is compatible to be used even for the most sensitive LCD, LED, CRT, and OLED screens in proper use. Be at ease knowing that this product is compatible with all the major brands: LG, SONY, Samsung, Sharp, iPad, iPhone, Android screens, Kindle, PC monitors - we’ve got you covered! Can be used as LCD screen cleaner, tv cleaner, smart tv screen cleaner, and more
- Premium Super Soft Plush Microfiber Cloth - Included in this efficient screen cleaning kit. This screen cleaner spray and wipe has our signature plush microfiber cloth specially designed to comply with screens and monitors and leave them streak-free. Has been shown to effectively absorbs stubborn stains, zero streaks, and no fiber shedding. Always use this together with our screen cleaner for the best results
- Easy-to-Use Screen Cleaner Kit + microfiber cleaning cloth - The EVEO Screen Cleaning Kit will easily be your new favorite tool when it comes to taking care of the things you love most, quick and easy solution for a streak-free screen. Simply screw on the sprayer gun on the screen cleaner bottle. Spray the cleaning liquid onto the microfiber cloth, then wipe the screen until desired cleanliness & shine is achieved.
- Quality Screen Care Kit Worth Purchasing - Enjoy a convenient Screen Cleaner anytime, anywhere you need it. Your satisfaction is our top priority. We stand behind the quality of our products and that’s why, you shouldn’t be worrying at all. We manufacture the Best Screen Cleaner. and can be used for laptop cleaning kit, laptop screen cleaner, tv screen cleaner for smart tv. MacBook screen cleaner, monitor cleaner or screen cleaner spray for electronic devices with microfiber cleaning cloth
YC’s calculator also gives an example of a $100,000 investment at a $5,000,000 post-money cap, yielding 0.5% ownership. That is calculator example data, not a market average. The useful point in both examples is that the cap and amount invested determine the initial estimate under this simplified calculation.
Account for multiple SAFEs and the priced round
With multiple post-money SAFEs, add the ownership sold under each SAFE to estimate the total ownership sold through those instruments. For example, calculate each instrument using its own investment and cap, then sum the results. Do not assume that the new priced-round investment or an option-pool increase is already included: YC’s explanation says the post-money cap includes the SAFE investment, but not the new priced-round money or a new or increased pool created for that round.
Those later issuances can dilute founders and SAFE holders. The final result also depends on conversion terms and the share-count assumptions in the priced-round documents, so the quick formula is a planning estimate rather than a substitute for a complete cap-table model.
Recommended Free Tools
A practical dilution worksheet
- Start with the current fully diluted capitalization and record exactly what is included.
- List every SAFE, note, and other convertible separately, including its investment, cap, discount, and any MFN provision.
- Estimate the ownership each post-money SAFE sells using its investment divided by its post-money cap; add those estimates together.
- Enter the proposed round investment and the priced-round conversion assumptions.
- Model any required new or increased option pool, noting whether the term sheet places that pool before or after the investment in its valuation calculation.
- Compare the resulting ownership for founders, employees, existing investors, and new investors under each offer.
If the term sheet does not make one of these assumptions clear, ask for it in writing before comparing percentage ownership. A cap-table projection that silently omits convertibles or treats a pool differently can make an offer appear more attractive than it is.
Rank #3
- 【Large size】：Measuring 800 x 300 mm/ 31. 5×12 inches, which is wider and taller than others. Large mouse pad can perfectly fit your keyboard and mouse of any size, and there is also ample space for peripherals such as phones, tablets, etc.
- 【LED backlight mouse pad】：Blade Hawks RGB mouse pad provides 7 static modes and 7 dynamic modes will give you the options you are looking for. Power-off memory function remembers the last lighting mode you selected. The super glow fiber Chroma will give you a colorful gaming setup that you want.
- 【Anti-slip rubber base】：Made from Natural rubber, this gaming mousepad will firmly grip your desktop, allowing you to enjoy the ultimate precision in the games you are most passionate about. It also comes with a texture that enhances this ability even further.
- 【Smooth and waterproof surface】: Micro-textured cloth surface, for extremely precise mouse control and a smooth movement. When liquid splashes on the gaming mouse pad, it forms water droplets and slides down. Will not delay your work or gameplay.
- 【Plug and play】: This mouse and keyboard pad is powered by USB, plug and play, no driver required. One button control light modes. Press one time to change the lighting mode, press twice to change the brightness, press and hold about 3 seconds turn ON/OFF.
What is the difference between a SAFE, a convertible note and a priced round?
These instruments differ in what the company issues now, how conversion works, and whether the financing creates debt or sells priced stock. YC’s current guidance describes a SAFE as a contract for future equity, not debt or stock before conversion; a convertible note is debt; and a priced round sells preferred stock at a negotiated per-share price.
| Instrument | What it is | Interest and maturity | Ownership and conversion |
|---|---|---|---|
| SAFE | A contract for future equity. | YC says its post-money SAFE has no interest and no maturity date. | It is not stock before conversion. It converts into preferred stock in a priced equity financing; a post-money cap can make the ownership sold easier to estimate. |
| Convertible note | Debt that may convert into equity. | YC’s comparison identifies interest and a maturity date. | Review its specific conversion terms alongside the other convertibles; the available data does not establish a universal ownership result. |
| Priced round | A sale of preferred stock at a negotiated per-share price, with related financing documents. | Not stated in the cited comparison. | The round issues stock at a price and defines ownership through its share and financing terms. |
The table describes the distinctions in YC’s materials, not every possible variation or the legal treatment of a specific document. A SAFE can include a valuation cap, a discount, or a most-favored-nation (MFN) provision, depending on its form. A cap sets the maximum valuation used to price conversion; a discount gives the SAFE holder a lower price per share than new-money investors. Check which provisions actually appear in each instrument rather than assuming they are present.
YC states on its SAFE page that SAFEs have been used to raise “over $15B+” for YC portfolio companies. That is YC’s statement about its portfolio companies, not a market-wide fundraising statistic or evidence of what terms are typical.
What is a liquidation preference?
A liquidation preference sets the investor’s priority and return in a sale of the company. It affects the exit waterfall: who receives proceeds first and how much remains for founders, employees, and other holders. Cooley GO describes it as a key business term that can significantly affect founder returns.
Rank #4
- 【Softer and More Comfortable】Vaydeer wrist rest has unique diamond pattern, which is the combination of softness and aesthetics. The materials of wrist rest are improved into higher quality memory foam and covered with silky smooth lycra. The computer wrist rest makes you as comfortable and cushiony as like rest your wrists on clouds.
- 【Ergonomic Wrist Saver】The wrist rests for keyboard and mouse comes with a 17.32×3.15×0.83 inch keyboard wrist pad and a 5.94×3.15×0.83 inch mouse wrist support. Based on ergonomic design, the unique concave shape is the perfect fit for your wrist joints. The wrist rest pad fits most computer keyboards and laptops, improve hand and wrist posture, release your wrist and arm stress.
- 【Non-Slip Rubber Bottom】Featuring an anti-skid silicone base on the bottom, this wrist keyboard support stays firmly in place on your desk, preventing the padding from sliding around, ensuring stable and consistent wrist support during extended computer sessions.
- 【Better Experience & Pain Relief】Our keyboard arm rest is beneficial to alleviate the soreness caused by direct contact and friction between your arm and a hard desk surface, reducing the risk of wrist fatigue or carpal tunnel. The soft texture of memory foam can evenly distribute the pressure around your wrists and provide good support with just enough give.
- 【Helpful in Multiple Scenarios】Whether you're working, studying, writing, typing, gaming, this keyboard and mouse rest combo is an essential accessory to add comfort and support to your hands and wrists. It’s also a great gift for men, women, family, friend, coworker, gamer, teacher, etc.
Terms that can change the waterfall
- Preference multiple: a 1x preference returns invested capital first; a preference above 1x returns more than invested capital first, subject to the agreement’s terms.
- Participating preferred: the investor can receive its preference and then share pro rata in remaining exit proceeds. This can reduce what is left for other holders compared with a structure that does not provide that participation.
- Cumulative dividends: accrued dividends can increase the preference over time.
- Warrant coverage: warrants can give an investor additional ownership without paying the agreed valuation for that additional ownership.
YC’s Series A term-sheet template identifies these as terms that can increase investor economics. They are items to inspect in the proposed documents, not claims about what every deal contains. The exact outcome depends on the language and on the company’s capitalization and sale proceeds.
A high valuation does not cancel out a preference. Valuation helps determine ownership and the price of shares; the preference determines priority in a sale. Because those terms affect different parts of the economics, compare both rather than treating one as a substitute for the other.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How should I compare two startup financing offers?
Compare the resulting ownership and exit economics using the same assumptions for both offers. Record the details below, then model the cap table and sale waterfall under plausible outcomes instead of ranking offers by valuation alone.
Do these 3 things before closing this tab:
1Clear out junk files and repair common Windows errors2Scan for outdated or missing drivers - takes under a minute3Repair Windows errors before they cause bigger problems| Comparison area | Questions to answer |
|---|---|
| Valuation definition | Is the number pre-money or post-money? What investment amount and fully diluted share count does it assume? |
| Option pool | Is the pool counted before or after the investment? Is a new or increased pool required, and who bears the resulting dilution? |
| Convertibles | What SAFEs, notes, and other convertibles are outstanding? What caps, discounts, MFN provisions, and aggregate ownership do they imply? |
| Exit waterfall | What is the liquidation preference multiple? Is preferred stock participating? Do dividends accrue? Are there warrants or other rights? |
| Instrument mechanics | Does the instrument carry interest or a maturity date? When and how does it convert? What timing and legal-document work does the financing involve? |
Use a consistent cap table for each offer and make assumptions visible. Then compare founder and employee ownership after the financing and the proceeds available to those holders at different sale values under each waterfall. If an offer’s documents leave a cell unanswered, mark it as unresolved and request clarification instead of filling it with a market convention.
Best Value
- 【No Drill Mounted】Cable management tray can be assembled in as little as 3 minutes or less-simply. Side clips easily clampe the edge of desk, pass through the holes on the sides, and secure excess cables with baskets. Desk cable management supports inward or outward installation to meet your needs in different scenarios, and provides you with great convenience when collecting and organizing wires.
- 【Rubber Pad Protects Desk】Wire organizer under desk built-in soft rubber pads on the clamp protect your desk from scratches, so you will not damage your furniture or office.
- 【Sturdy and Beautiful】Cord management under desk is made of high-quality carbon steel and holds about 15 lbs. The wire basket has 2 holes on each side of the tray to enable your cables to pass freely. Cable baskets are suitable for desk thickness use from 0.4" to 2.4".
- 【Space Saving & Keep Organized】Desk cable management tray holds all your power cords, outlet strips, USB hubs and computer transformers hidden from your feet, and the data cables will not enter the vacuum cleaner to keep your desk clean and tidy. Desk wire organizer is also suitable for use in the kitchen and outdoors.
- 【Reduce Safety Risks】Cable tray under desk keeps all plugs away from your kids, no more worry about tripping. Using 2 holes wire tray saves extra space, helps you easily cabling and wire protection. The mesh design is not easy to accumulate dust, but avoids safety accidents caused by messy wires.
YC and Cooley’s cited guidance supports these comparison axes, but it does not establish a universal standard across jurisdictions, stages, or negotiations. A term common in one context is not automatically a term in another offer, and a template is not a substitute for the proposed documents.
What should I do before signing a term sheet?
Use the term sheet as a guide to the financing’s major economics, then confirm that the detailed documents produce the result you modeled. A practical review is to resolve assumptions first, test the ownership calculation, and separately inspect the sale waterfall.
- Get the denominator. Request the fully diluted share-count definition and identify whether the option pool is included in the pre-money calculation.
- Reconcile all convertibles. Check the company’s records against every SAFE, note, and other instrument, including each cap, discount, MFN provision, interest term, and maturity date where applicable.
- Recalculate the financing. Model ownership after conversion, the new investment, and any pool increase. Ask the company and investor to explain any difference between your model and theirs.
- Read the exit terms independently. Identify the preference multiple, participation, dividend accrual, warrants, and any other rights affecting proceeds in a sale.
- Review the actual documents with qualified counsel. YC advises consulting a locally licensed lawyer before using its SAFE. Legal and tax consequences can depend on the actual documents and jurisdiction.
These are distinct checks: a clear ownership calculation does not guarantee a favorable sale waterfall, and favorable headline economics do not resolve legal or tax questions.
Free tools Windows power users keep installed
One-click scans. No signup required.
Frequently Asked Questions
Is there a standard liquidation preference for every startup round?
The cited YC template and Cooley guidance identify terms to examine, but they do not establish a universal standard across stages, jurisdictions, or negotiations. Treat a proposed multiple or participation feature as a deal-specific term to review, not an automatic market rule.
Does a high startup valuation guarantee founders a larger payout?
No single valuation figure guarantees an exit payout. The ownership issued in the financing and the priority terms governing sale proceeds both matter, and the outcome depends on the actual capitalization and sale terms.
Does a SAFE’s valuation cap mean the company is valued at that amount today?
A cap is used to set a maximum valuation for pricing conversion under the SAFE; it is not, by itself, a statement that the company has that cash value or that its next priced round will use the same valuation.
Should founders get tax advice as well as legal advice before fundraising?
Yes. The cited guidance warns that legal and tax consequences may depend on the documents and jurisdiction; legal review alone should not be assumed to settle tax treatment. Ask qualified advisers who understand the relevant jurisdiction and the actual instrument.
Quick wins for a faster PC:
Clear out junk files and repair common Windows errorsFree Scan →Scan for outdated or missing drivers - takes under a minuteDriver Scan →Repair Windows errors before they cause bigger problemsFix Now →Quick Recap
Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Amazon at the time of purchase will apply.
