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Tools

SAFE conversion calculator

Convert up to four post-money SAFEs into a Series A. See each step, every price, and the cap table after the round.

Learn the idea behind this tool

Lab

Convert SAFEs into a Series A

Set the cap table, up to four post-money SAFEs, and the Series A terms. The lab shows each step with your numbers.

Before the SAFEs

Post-money SAFEs

  • SAFE 1

    Terms
  • SAFE 2

    Terms

The Series A

As a share of the company after the round. The round adds pool shares only to reach this target.

Capitalization
12,500,000
Company Capitalization, in shares
Series A price
$1.7647
New pool shares
1,100,000
Founders after
52.94%
From 90%
How each SAFE converts
SAFESafe PriceConverts atSharesBefore the AAfter the A
SAFE 1$0.40$0.40 (cap)1,250,00010%7.35%
SAFE 2$0.80$0.80 (cap)1,250,00010%7.35%

The calculation with your numbers

  1. 1

    Company Capitalization

    Every share, option, and pool share before the round, plus the SAFE shares. The SAFEs that convert at their caps own a fixed part, so divide by what is left.

    10,000,000 ÷ (1 − 20%)
    = 12,500,000
  2. 2

    The round price

    The pool increase is in the pre-money, so the price divides the pre-money valuation by the Company Capitalization plus the new pool shares.

    New pool shares = 1,100,000
    $24,000,000 ÷ (12,500,000 + 1,100,000)
    = $1.7647
  3. 3

    Each SAFE gets its lowest price

    Safe Price = cap ÷ Company Capitalization. Discount Price = round price × (1 − discount). The SAFE gets the price that buys the most shares.

    SAFE 1: Safe Price $0.40, round $1.7647
      $500,000 ÷ $0.40 = 1,250,000 shares
    SAFE 2: Safe Price $0.80, round $1.7647
      $1,000,000 ÷ $0.80 = 1,250,000 shares
  4. 4

    The new money

    The Series A investors buy new shares at the round price.

    $6,000,000 ÷ $1.7647 = 3,400,000 shares
    Total after the round = 17,000,000

Just before the Series A

  • Founders
  • Granted options
  • Option pool
  • SAFE 1
  • SAFE 2

After the Series A

  • Founders
  • Granted options
  • Option pool
  • SAFE 1
  • SAFE 2
  • Series A investors
The cap table after the Series A
HolderSecuritySharesOwnership
FoundersCommon9,000,00052.94%
Granted optionsOptions400,0002.35%
Option poolUnissued options1,700,00010%
SAFE 1Series A-1 preferred1,250,0007.35%
SAFE 2Series A-2 preferred1,250,0007.35%
Series A investorsSeries A preferred3,400,00020%
Total, fully diluted17,000,000100%

The SAFEs own 20% of the Company Capitalization. The new pool and the new money then dilute every earlier holder, so the SAFEs end with 14.71% together, and the founders go from 90% to 52.94%.

SAFE 1 and SAFE 2 pay less than the round price, so the cap table shows Safe Preferred Stock (Series A-1 and Series A-2). Its liquidation preference equals the money paid, not the shares × the round price.