SAFE Note Calculator
Calculate SAFE note conversion price, ownership percentage, and dilution at Series A. Model cap-only, cap + discount, and multiple SAFE stacks with three Series A valuation scenarios.
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Cap-Derived Price per Share
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Discount-Derived Price —
Effective Conversion Price —
SAFE Holder Ownership % —
Extended More scenarios, charts & detailed breakdown ▾
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SAFE Holder Ownership %
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Effective Discount vs Round Price —
Conversion —
Professional Full parameters & maximum detail ▾
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SAFE Ownership by Scenario
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SAFE Ownership at Mid Series A —
SAFE Ownership at High Series A —
Founder Dilution Impact
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Founder Ownership (High Scenario) —
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How to Use This Calculator
- Enter SAFE Investment, Valuation Cap, Discount %, and Series A Pre-Money.
- Conversion valuation, effective price, and ownership % appear instantly.
- Use Cap Only or Cap + Discount tabs for specific SAFE structures.
- Use SAFE Stack to model two SAFEs converting simultaneously.
- Switch to Professional for three Series A scenarios and founder dilution impact.
Formula
Conversion Valuation = min(Valuation Cap, Series A Pre-Money × (1 − Discount%))
Ownership % = Investment / (Conversion Valuation + Investment)
Example
SAFE: $200K, Cap: $5M, Discount: 20%, Series A Pre-Money: $12M → Discount price = $9.6M → Cap wins ($5M) → Ownership = 200K / 5.2M = 3.85%.
Frequently Asked Questions
- A SAFE (Simple Agreement for Future Equity), created by Y Combinator, is an investment instrument where investors give money now in exchange for equity later, at the next priced round. Unlike a convertible note, a SAFE has no interest rate or maturity date.
- The valuation cap is the maximum valuation at which a SAFE converts. If the cap is $5M and Series A is at $15M pre-money, the SAFE converts as if the valuation were $5M — giving the investor more shares than Series A investors receive for the same money.
- The discount (typically 15–25%) gives the SAFE investor a lower price than Series A investors. If Series A price implies a $12M valuation and discount is 20%, the SAFE converts as if at $9.6M valuation. When both cap and discount exist, the investor gets whichever is lower (more favorable).
- Pre-money SAFE (older): the investor's ownership is calculated from the pre-money valuation, so it gets diluted when the option pool is created. Post-money SAFE (current YC standard): ownership % is locked in at conversion — $200K on a $5M cap = exactly 4%, regardless of option pool.
- An MFN provision means the SAFE holder gets to adopt the terms of any future SAFE that is more favorable. If a later investor gets a lower cap or larger discount, the MFN SAFE holder can match those terms.
Related Calculators
Sources & References (5) ▾
- Y Combinator SAFE Primer & Documents — Y Combinator
- Carta SAFE Guide — Carta
- AngelList SAFE 101 — AngelList
- Cooley GO SAFE FAQ — Cooley LLP
- Brad Feld Blog — SAFE Notes — Brad Feld / Foundry Group