SAFE conversion calculator

See how your SAFEs convert when you raise a priced round: whether the valuation cap or the discount wins, the round's share price, and who owns what afterwards. Everything runs in this browser tab; nothing is sent anywhere.

How it's calculated

• Cap price. A post-money SAFE buys amount ÷ cap of the company, measured before the new money and counting every post-money SAFE. With a $1M SAFE on a $10M cap and 10M shares, it owns 10%: 1,111,111 shares at $0.90. A pre-money SAFE's cap price is the cap ÷ the shares before the round.
• Discount price. The round's price per share × (1 − discount). The SAFE converts at whichever of the two prices is lower, so it gets more shares.
• Round price. Pre-money ÷ (shares before the round + the option pool top-up + the SAFEs' new shares). Converting SAFEs and the pool top-up both sit in the pre-money, which is how most term sheets define it, so the new investors own exactly raise ÷ post-money.
• The pool top-up is sized so the whole pool is the target percentage of the post-money shares.

Example: 9M founder shares and a 1M pool, a $1M post-money SAFE with a $30M cap and a 20% discount, then a $2M raise at $8M pre-money. The cap price is $2.90, but the round prices at $0.675, so the discount price of $0.54 wins and the SAFE gets 1,851,852 shares.

This page uses the same SAFE conversion engine as the CapStack GP app. Not covered here: convertible notes (add accrued interest to the amount to approximate one), SAFEs with neither a cap nor a discount, and mixing pre- and post-money SAFEs in one round.

After conversion

CapStack GP keeps going: liquidation preferences, the exit waterfall, and what each holder is paid at each exit value.

Related: Startup dilution calculator · Exit waterfall calculator · Rule of 40 calculator

Illustrative model only. Not legal, tax, or investment advice. Your SAFE's own definition of company capitalization decides the real numbers.