Post-Money SAFE Converter
Model SAFE to equity conversion at a priced round with valuation caps, discounts, MFN clauses, and iterative dilution.
Post-Money SAFE Conversion Calculator
with MFN + Iterative Dilution
Model exactly how your SAFE stack converts to equity at a priced round. Cap + discount + MFN propagation, solved with iterative dilution math. Free, runs in your browser.
Waterfall: SAFE Stack → Priced Round
SAFE Stack
Priced Round Inputs
Per-SAFE Conversion
SAFE Report Card
Stakeholder Ownership
| Party | Pre | At Conv. | Post | Δ |
|---|---|---|---|---|
| Founders | 100.0% | 81.8% | 60.1% | -39.9pp |
| YC | — | 6.8% | 5.0% | +5.0pp |
| Angel 1 | — | 6.8% | 5.0% | +5.0pp |
| Seed | — | 4.6% | 3.4% | +3.4pp |
| Series A | — | — | 18.4% | +18.4pp |
| Option Pool | — | — | 8.2% | +8.2pp |
Pre-Round vs Post-Round
Founder % vs Series A Pre-Money
SAFE Gap Detector
Continue your cap-table modeling
What is a post-money SAFE conversion calculator?
A post-money SAFE conversion calculator models what happens to your cap table when every outstanding SAFE note converts into preferred equity at a priced round. Because post-money SAFEs lock in an ownership percentage at signing, the math compounds across multiple SAFEs — and founder dilution from SAFEs is only fully visible when the Series A prices. This tool runs the full iterative dilution math for you, including MFN propagation, cap vs discount arbitration, and option pool refresh.
Post-money vs pre-money SAFE: which one dilutes founders more?
Post-money SAFEs give the investor a fixed percentage of the fully diluted cap table post-conversion. Pre-money SAFEs give a percentage of the company pre-new-money — so when additional SAFEs are signed, existing SAFE investors get diluted alongside the founders. Post-money SAFEs shift more dilution onto founders because subsequent SAFEs do not dilute prior SAFE holders. Most YC founders underestimate this by 3–5 percentage points.
How SAFE notes convert at a priced round
At the priced round, each SAFE converts at the better (for the investor) of two prices: the valuation cap divided by the fully diluted share count, or the priced round's price-per-share discounted by the SAFE's discount rate. The calculator computes both prices and picks the lower one, which is the binding constraint. For post-money SAFEs, the cap denominator includes new-money shares; for pre-money SAFEs, it excludes them. That single denominator choice can shift founder ownership by 2–4 percentage points.
YC SAFE MFN clauses: propagation rules explained
A Most Favored Nation (MFN) clause lets an earlier SAFE investor inherit the best terms of any later SAFE the company signs — typically the lowest valuation cap and highest discount. The tool's MFN engine sorts every SAFE by signed date, then for each MFN holder scans all later SAFEs and rewrites the cap/discount to the most favorable combination found. When MFN triggers, the original cap effectively disappears, often causing a silent re-price that founders don't see coming. The gold MFN badge on a SAFE card shows you exactly when this has happened.
Valuation caps and discounts: how the calculator picks the winner
When a SAFE has both a valuation cap and a discount, the investor gets the better price. The valuation cap converts to a fixed price per share at conversion, while the discount always sits relative to the round price. If the round prices above the cap, the cap binds ("cap triggered"). If the round prices below the cap but still above the discounted price, the discount binds. If neither price beats the round price, the SAFE simply converts at round price — that's "neither / tied." The per-SAFE card shows you which constraint was active and the effective discount captured.
Iterative dilution: why multiple pre-money SAFEs need a solver
Pre-money SAFEs are circular: SAFE A's share count depends on the total fully diluted share count, which itself includes SAFE B's share count, which depends on the total — and so on. There's no closed-form solution. The calculator uses fixed-point iteration with a convergence threshold of 0.00005%; most stacks converge in 3–6 iterations. For post-money-only stacks convergence is usually 1–2 iterations because post-money SAFEs do not dilute each other. The solver reports iteration count as a trust signal so you can see when your stack is a math trap.
Modeling your SAFE stack before a Series A
Founders raising on SAFEs should stress-test the stack 60–90 days before starting Series A negotiations. Drop in the current SAFE stack, add a hypothetical priced round (pre-money valuation, investment amount, pool refresh size and timing), and check where founder ownership lands. If it's below 50%, consider raising less, cutting the pool expansion, or pushing pre-money higher. The dilution curve chart above shows you exactly how much pre-money valuation you need to keep founders above target.
Option pool shuffle: who really pays for the post-round pool?
When investors require a pool refresh pre-money, the pool is sized using the pre-money share count — which means only founders and earlier investors get diluted. When the pool is sized post-money, new-money investors share the dilution proportionally. The calculator lets you flip between pre-money and post-money pool timing so you can see who actually pays. The founder difference is typically 1.5–3 percentage points and it's a core negotiation lever most founders miss entirely.
Reading the SAFE cap calculator output: founder % and triggered-by
The hero number is founder ownership post-conversion — the single most important output. The per-SAFE cards tell you which constraint (cap or discount) priced each SAFE; ideally you want most SAFEs to hit their cap, because that means the cap is doing its job. The 6-dim report card grades your stack on Founder Dilution, SAFE Mix Health, Cap Effectiveness, Discount Value, Pool Refresh Pain, and Round Readiness. An A-level composite score means you're board-ready; a D means you need to restructure before pricing.
Frequently asked questions
How does a SAFE note convert to equity at a priced round?+
Each SAFE converts at the lower of two prices: the valuation cap divided by the fully diluted share count, or the priced round price discounted by the SAFE's discount rate. Post-money SAFEs include new-money in the cap denominator; pre-money SAFEs do not. The conversion issues preferred shares equal to the SAFE's investment amount divided by that conversion price.
What is the difference between a pre-money and post-money SAFE?+
A post-money SAFE (YC's 2018+ template) fixes the investor's ownership percentage at conversion relative to the post-conversion cap table. A pre-money SAFE (the older 2013 template) treats the SAFE like early-stage convertible debt — its share count is determined before new-money shares, so subsequent SAFEs dilute prior SAFE holders. Post-money SAFEs shift more dilution onto founders than pre-money SAFEs.
How do you calculate founder dilution from multiple SAFEs?+
Multiple SAFEs require iterative math because pre-money SAFEs dilute each other and post-money SAFEs interact with pool refresh sizing. The standard method: sum each SAFE's issued shares using the lower of cap or discount price, re-solve the total fully diluted share count, iterate until convergence (<0.0001% delta), then compute founder percentage as founder shares / total fully diluted shares.
What is an MFN clause in a YC SAFE and when does it trigger?+
A Most Favored Nation clause entitles an earlier SAFE holder to inherit the most favorable terms (lowest cap, highest discount) of any later SAFE signed by the company. It triggers automatically when a later SAFE has a lower cap or higher discount than the MFN-holder's original terms. The calculator sorts SAFEs by signed date and auto-propagates best terms forward.
How do valuation caps and discounts work together on a SAFE?+
When a SAFE has both a cap and a discount, the investor converts at whichever price is lower for them. The cap sets a maximum implied valuation at conversion; the discount sets a minimum markdown off the round price. If the round prices above the cap, the cap binds. If the round prices below the cap but above the discounted price, the discount binds. Never both — it's always the better of the two.
Why do pre-money SAFEs require iterative dilution math?+
Pre-money SAFEs have a circular dependency: SAFE A's share count depends on the total fully diluted count, which includes SAFE B's shares, which depend on the total — and so on. There's no closed-form algebraic solution; you have to iterate. Most stacks converge in 3–6 iterations. Post-money SAFEs avoid this circularity, which is one reason YC switched in 2018.
How do option pool refreshes affect SAFE conversion?+
If the pool is sized pre-money, the new pool shares are added to the pre-money share count — which means they dilute founders and existing SAFE holders, but not new-money investors. If sized post-money, the pool dilutes everyone proportionally. The pre-money approach typically costs founders 1.5–3 percentage points of ownership compared to post-money, and it's a standard VC negotiation ask.
What is a "clean" SAFE stack before a Series A?+
A clean stack has (1) three or fewer SAFEs, (2) all post-money YC-template SAFEs, (3) caps within a tight band (e.g., all $8M–$12M), (4) no lingering MFN clauses, and (5) founder ownership >55% post-Series A at typical pre-money valuations. Messy stacks with 6+ SAFEs, wide cap dispersion, mixed pre/post-money types, and active MFN clauses will slow your priced-round negotiation and often get recapped.