The method
How it is worked out
Conversion price = min(cap ÷ shares, round price × (1 − discount)); shares = investment ÷ conversion price
- cap
- Post-money valuation cap in the SAFE
- discount
- Discount to the priced round
SAFE Note Calculator
Work out how many shares a SAFE converts into, and the founder dilution, under a valuation cap, a discount, or both. The result updates as you type so you can compare scenarios quickly.
Keep in mind
What it leaves out
- Pre- vs post-money SAFEsPre-money caps convert on a different share count; this models post-money.
- Multiple SAFEsSeveral SAFEs convert together and dilute each other.
- Option poolA pool created in the round dilutes founders further.
Use the calculator to compare scenarios rather than as a guaranteed forecast.
About the SAFE Note Calculator
Work out how many shares a SAFE converts into at your priced round, which term sets the price, and what it does to founder ownership. Caps and discounts interact in ways that surprise first-time founders.
How it works and an example to tryShow less
How to use the result
The conversion price is the lowest of the cap price (cap divided by shares), the discounted round price and the round price. Shares issued are the investment divided by that price. Ownership and founder dilution follow from the new share count.
Example to try
A £500,000 SAFE with an £8m post-money cap and 20% discount converts at a £15m round: the cap sets a price of 80p against a £1.20 discounted price, so the investor gets 625,000 shares and 5.9%, buying in at an effective £8.5m.
Put it to work
Try it on a real situation
Load an example
What moves the result most
Worked out from your figures above. Tap a row to try it.
Who uses it, and when
Founders raising on SAFEs before a priced round, angels checking what their SAFE will convert into and operators building the pro-forma cap table for a Series A.
Mistakes worth avoiding
- Assuming the discount and the cap both apply; only the better one does.
- Modelling a post-money SAFE with pre-money maths.
- Forgetting several SAFEs convert together and dilute each other.
Questions
What does the SAFE Note Calculator do?
Work out how many shares a SAFE converts into, and the founder dilution, under a valuation cap, a discount, or both.
How should I use the result?
The conversion price is the lowest of the cap price (cap divided by shares), the discounted round price and the round price. Shares issued are the investment divided by that price. Ownership and founder dilution follow from the new share count.
Does TechBullion store the information I enter?
The core calculation or transformation runs in your browser. Normal website security and analytics may still record page-level events, but the tool does not need to create a public record from your inputs.
What mistakes do people make with a safe note calculator?
Assuming the discount and the cap both apply; only the better one does. Modelling a post-money SAFE with pre-money maths. Forgetting several SAFEs convert together and dilute each other.
Is the result guaranteed?
No. Use the result as a practical check or planning aid and verify important decisions with the relevant primary source, provider or professional advice.
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Results are estimates based on the figures entered, for general information only, and not financial, investment, tax or legal advice. See our terms of use.