Alternative: if pre-money is $10M and existing shares are 10,000 at $3 → existing valuation = $30M → contradiction. - NBX Soluciones

Understanding the Context

The Apparent Contradiction

The core issue lies in calculating the pre-money valuation when existing shares and their per-share price are known:

• Existing shares outstanding: 10,000 shares
  
• Share price: $3 →
  
• Existing pre-money valuation = 10,000 × $3 = $30M

However, pre-money valuation is stated as $10M — a $20M contradiction. How can $30M valuation coexist with $3 per share? The resolution hinges on understanding equity issuance terms, share authorizations, and capitalization structure, especially when outstanding shares do not fully reflect pre-money assumptions.

Key Insights

Understanding the Discrepancy: Share Authorization vs. Outstanding Shares

A common source of confusion is conflating authorized capital with existing outstanding shares. Supposedly, if an investor invests with a pre-money valuation of $10M, the implied price per existing share reflects that valuation — yet in this case, the share price is $3, pushing the pre-money estimate higher. The resolution lies in how shares were issued:

1. Existing Share Base May Not Fully Reflect Pre-Money Assumptions

If the $10M pre-money reflects entire equity value pre-investment, but only 10,000 shares are officially outstanding post-issue, the share price calculation depends on whether existing investors had rights relative to the cap table.

For instance:

• Pre-money valuation: $10M
  
• Existing shares outstanding: 10,000 shares at $3 → $30M implied pre-money
  
• Contradiction? Not necessarily — if the $10M pre-money represents investor value after accounting for founder dilution, anti-dilution rights, or pro-rata participations.

Final Thoughts

2. Investor Preference, Effectiveness Price, and Unlisted Shares

Alternative explanations involve:

• Investor holding preferred shares with liquidation preferences
  
• Discounted or pro-rata pricing in secondary or pre-money rounds that don’t cleanly divide shares
  
• Existing shares issued at different effective prices due to founding rounds, employee stock options, or prior convertible notes

In practice, discrepancies often emerge from:

• Pre-money valuations based on expected future value, not immediately reflected share price
  
• The cap table being partially diluted or adjusted outside of immediate pre-money math
  
• Misalignment between book value and market-consensus cap table inputs

Alternative Resolution: Valuation Drivers Beyond Immediate Share Price

Rather than viewing $10M pre-money and $3/share as conflicting, consider:

A. Higher Future Potential Justifies Current Valuation

Investors often assign a $10M pre-money valuation based on the company’s projected growth, technology, product traction, or market capture — leading to a $3/share price that only materializes post-investment expansion. In this case, the existing $30M implied valuation assumes future liquidity events not yet priced in.