SAFE Conversion Calculator

What is a SAFE Conversion Calculator? A SAFE conversion models how a Simple Agreement for Future Equity turns into shares at the next priced round by applying the valuation cap,...

SAFE Conversion Calculator

Model how a single SAFE converts into equity in a priced round using a valuation cap, discount, or both. See the SAFE holder's post-money ownership, effective valuation basis, and implied discount versus the round price.

$

Equity value of the company immediately before the new priced round and SAFE conversion.

$

Cash originally invested under the SAFE that will convert into equity in this round.

$

New primary capital coming in with the priced equity round, excluding the SAFE.

Choose how the SAFE converts in this round: via a valuation cap, a discount to the round price, or whichever is more favorable to the investor.

$

Maximum company valuation used to price SAFE conversion. If the round is priced below the cap, the lower round valuation is used instead.

%

Percent discount applied to the priced round share price when computing the SAFE conversion price. Enter 20 for a 20% discount.

Scenarios
Load typical SAFE structures to see how caps, discounts, and round sizes change the SAFE holder's post-money ownership.
Seed SAFE with cap onlySeries A SAFE with discountCap and discount (cap wins)

SAFE conversion results

  • Post-money valuation (including SAFE)$
  • SAFE holder post-money ownership— %
  • Effective valuation used for SAFE$
  • Effective discount vs round price— %
  • Conversion basis—
  • Status—

Enter your inputs above to calculate the results.

What is a SAFE Conversion Calculator?

A SAFE conversion models how a Simple Agreement for Future Equity turns into shares at the next priced round by applying the valuation cap, the discount rate, or whichever produces the lower effective conversion price (better for the investor).

It matters because SAFE terms change your post-money outcome and fully diluted share count, which directly reshapes ownership and founder dilution once the round closes. The same math also determines the implied price per share and new shares issued, which you’ll want to sanity-check inside a cap table and against the round’s pre-money vs post-money valuation.

If your SAFE is post-money (common in modern SAFEs), the conversion can also interact with option pool decisions—so it’s useful to pressure-test dilution under different pool sizes and refresh scenarios using an option pool / ESOP view of the cap table. And if you’re planning an exit, the share count you create here carries through to payout economics—so it’s worth pairing with an exit proceeds or dilution check to see what founders and investors actually walk away with across scenarios.

Tip: if you’re comparing multiple SAFEs, model each one separately, then roll the totals into the cap table to avoid “stacked SAFE” dilution surprises.

Formula

Ve = minleft(Vcap,Vpre)
Ve = Vpre(1-d)
Ve = minleft(Vcap,Vpre(1-d))
x = Isafe / Ve
y = Inew / Vpre
SAFE Ownership = x / (1 + y + x)
Post-money (including SAFE) = Vpre + Inew + Isafe(Vpre / Ve)
Effective Discount vs Round Price = 1-Ve / Vpre

Example

Inputs (priced round + SAFE):

  • Priced round pre-money valuation: $20,000,000
  • New equity round investment: $5,000,000
  • SAFE investment amount: $1,000,000
Scenario A − Valuation cap only (cap = $10,000,000):
  • Effective valuation used for SAFE: $10,000,000
  • Effective discount vs round price: 50%
  • SAFE holder post-money ownership: 7.41%
  • Post-money valuation (including SAFE): $27,000,000
  • Conversion basis: Lower of valuation cap and round price
Scenario B − Discount only (discount = 20%):
  • Effective valuation used for SAFE: $16,000,000
  • Effective discount vs round price: 20%
  • SAFE holder post-money ownership: 4.76%
  • Post-money valuation (including SAFE): $26,250,000
  • Conversion basis: Discount to round price
Scenario C − Cap and discount (cap = $10,000,000, discount = 20%):
  • Effective valuation used for SAFE: $10,000,000 (better of cap and discount)
  • Effective discount vs round price: 50%
  • SAFE holder post-money ownership: 7.41%
  • Post-money valuation (including SAFE): $27,000,000
  • Conversion basis: Better of cap and discount (cap chosen)

Frequently Asked Questions

Why does “Post-money valuation (including SAFE)” sometimes look higher than pre-money + new equity cash?

Because it’s the implied post-money based on the priced-round share price after adding the extra shares created by the SAFE’s cap/discount. A cap/discount increases share count (dilution), which increases the implied post-money at the round price.

How does the calculator decide between valuation cap vs discount (“better of”)?

It computes an effective valuation for each method and uses the one that gives the SAFE holder the cheaper price per share (i.e., the lower effective valuation / higher share count).

In a “down round” (priced round pre-money below the cap), does the cap still matter?

Usually not—if the round price is already cheaper than the cap price, the SAFE converts at the round price (or the discount price if it’s even cheaper), so the cap isn’t the limiting factor.

Does the SAFE ownership % here match my real cap table after the round?

It’s a clean single-SAFE estimate. Real outcomes can differ with multiple SAFEs/notes, option pool top-ups, pro-rata rights, different SAFE forms (pre-money vs post-money), and any special terms in the financing docs.

Sources & Methodology