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
Discount-Derived Price
Effective Conversion Price
SAFE Holder Ownership %
Extended More scenarios, charts & detailed breakdown
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SAFE Holder Ownership %
Effective Discount vs Round Price
Conversion
Professional Full parameters & maximum detail
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SAFE Ownership by Scenario

SAFE Ownership at Low Series A
SAFE Ownership at Mid Series A
SAFE Ownership at High Series A

Founder Dilution Impact

Founder Ownership (Low Scenario)
Founder Ownership (High Scenario)
SAFE Type

How to Use This Calculator

  1. Enter SAFE Investment, Valuation Cap, Discount %, and Series A Pre-Money.
  2. Conversion valuation, effective price, and ownership % appear instantly.
  3. Use Cap Only or Cap + Discount tabs for specific SAFE structures.
  4. Use SAFE Stack to model two SAFEs converting simultaneously.
  5. 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)
  1. Y Combinator SAFE Primer & Documents — Y Combinator
  2. Carta SAFE Guide — Carta
  3. AngelList SAFE 101 — AngelList
  4. Cooley GO SAFE FAQ — Cooley LLP
  5. Brad Feld Blog — SAFE Notes — Brad Feld / Foundry Group