SAFE Note Calculator
Model how your outstanding SAFEs convert to equity at a priced round. Supports YC post-money SAFEs, pre-money SAFEs, valuation caps, and discount rates - see exactly what founders retain before you close.
Outstanding SAFEs
Priced round details
Post-conversion ownership
- SAFE 14.95%Investment: $250KConverts via: Discount rateCap: $5.00MEffective val: $4.80M
- SAFE 21.84%Investment: $150KConverts via: Valuation capCap: $8.00MEffective val: $8.00M
All SAFEs combined
6.79%
New investors
20.00%
Option pool
10%
Founders retain
63.21%
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Start Free TrialHow SAFE notes convert to equity
A SAFE (Simple Agreement for Future Equity) is not equity - it is a right to receive equity when a triggering event occurs, typically a priced funding round. At conversion, the SAFE investor receives shares at a price determined by whichever is more favourable to them: the valuation cap or the discount rate.
The critical difference between a YC post-money SAFE and a pre-money SAFE is what valuation is used as the denominator. Post-money SAFEs calculate ownership as a percentage of the post-money valuation at conversion - giving the SAFE holder a fixed, predictable ownership percentage regardless of how many other SAFEs convert at the same round. Pre-money SAFEs can stack in unpredictable ways when multiple instruments convert simultaneously.
Valuation cap
Sets the maximum valuation at which the SAFE converts. If your priced round is above the cap, the SAFE investor converts at the cap - effectively at a lower price per share than new investors. The cap protects early investors from being diluted by a high priced round valuation.
Discount rate
Gives the SAFE investor a percentage reduction on the price per share paid by new investors at the priced round. A 20% discount means the SAFE converts at 80% of the priced round's price per share. Discounts are most protective when there is no cap, or when the round valuation is below the cap.
MFN clause
Most Favoured Nation provisions allow an uncapped SAFE holder to adopt the terms of any subsequent SAFE that is more favourable. If you raise a second SAFE with a lower cap, an MFN holder can elect to convert at the lower cap. Always track MFN provisions across your SAFE stack.
Frequently asked questions
- What is the difference between a post-money and pre-money SAFE?
- A YC post-money SAFE calculates the investor's ownership as a fixed percentage of the post-money valuation at conversion: investment divided by valuation cap plus investment. This gives founders a predictable dilution figure regardless of how many other SAFEs convert. A pre-money SAFE calculates ownership based on the pre-money valuation, which means multiple SAFEs can stack and dilute founders more than expected.
- When does a SAFE convert to equity?
- SAFEs typically convert at the next priced equity round (the triggering event). Most YC SAFEs also convert at a liquidity event such as an acquisition. The conversion calculation uses the lower of the cap price or the discount price - whichever gives the SAFE investor more shares.
- Can I have both a valuation cap and a discount rate on the same SAFE?
- Yes, and it is common. When both exist, the SAFE investor converts using whichever mechanism gives them a lower effective price per share - typically the cap if the round is priced above the cap, or the discount if the round is priced below it.
- How do multiple SAFEs affect founder dilution?
- Each SAFE converts independently and takes a slice of the post-conversion cap table. Multiple SAFEs can significantly reduce founder ownership, especially if they were issued at low caps or with large discounts. Founders should model the full SAFE stack before pricing a round to avoid surprises at conversion.
- Should I take a SAFE or a convertible note?
- SAFEs are simpler - no interest, no maturity date, no debt on the balance sheet. Convertible notes accrue interest and have a maturity date at which they must be repaid or converted. For most early-stage raises, a YC post-money SAFE is cleaner for both parties. Convertible notes are more common when investors want the debt protections or in markets where SAFEs are less established.
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