1. Your cap table today
2. Your SAFEs
Leave the cap empty for an uncapped SAFE. A SAFE with no cap and no discount converts at the round price. Post-money is the standard Y Combinator form; pre-money is the older form.
3. The priced round
Following round (optional)
Add your founders' shares, at least one SAFE if you have them, and the round terms, then click Model the round.
Result
Cap table after the round
| Holder | Shares | Ownership |
|---|
What each SAFE converted at
| SAFE | Amount | Price / share | Set by | Owns | Effective valuation |
|---|
If the round valuation were different
Same SAFEs, same raise, different pre-money. A lower valuation gives the cap less room to help you and the round price less room to sit above it.
| Pre-money | Round price | You own | SAFEs own | New investors own |
|---|
What founders take home at an exit
Every preferred holder takes its preference or converts to common, whichever pays more. Preferences are equal in rank. Strike prices, debt, fees and escrows are ignored.
| Exit value | Founders receive | Share of exit | New investors | SAFE holders |
|---|
What this does not cover
- One priced round. The model converts every SAFE at a single equity financing and gives a rough view of the round after it. It does not track several rounds, warrants, convertible notes or secondary sales.
- Standard terms only. Pro rata rights, MFN clauses, side letters, participating preferred, a senior new series and anti-dilution protection are not modelled.
- The pool convention. The new pool is sized inside the pre-money, the way investors usually ask for it. Some terms treat the pool differently.
- Simple exit maths. No option strike prices, taxes, transaction costs, debt, escrow or management carve-outs.
- Not a cap table system. Nothing is saved or shared, so this is a planning aid and not your record of ownership. Use your lawyer's or a cap table provider's records for that.
Common questions
What is the difference between a post-money and a pre-money SAFE?
A post-money SAFE (the Y Combinator standard since 2018) fixes the percentage the investor gets: the amount divided by the valuation cap, measured after every SAFE has converted. A pre-money SAFE measures the cap before SAFE money is counted, so each new SAFE dilutes the earlier ones as well as you. With post-money SAFEs the dilution is easier to predict, and it all lands on the founders.
How does a SAFE convert in a priced round?
It converts at the lowest of three prices: the valuation cap price, the round price reduced by any discount, or the round price itself. The number of shares is the SAFE amount divided by that price. Because the round price also depends on how many shares the SAFEs and the option pool add, the calculation is circular, and this tool solves it by iteration.
Who pays for the option pool top-up?
Usually the existing holders. New investors normally require the pool to be sized in the pre-money, so the extra pool shares dilute founders and SAFE holders and not the new money. This tool sizes the pool the same way and shows what it costs you.
Does a SAFE have a liquidation preference?
The standard YC SAFE converts into shadow preferred stock that carries a preference equal to the amount invested, so it is modelled here as a 1x non-participating preference that pays out or converts to common, whichever is worth more. Your actual terms may differ.
Is this legal or financial advice?
No. It is an illustrative model of the standard YC SAFE and a plain priced round. Your documents, any side letters, pro rata rights, MFN clauses and the term sheet decide the real numbers. Have your startup lawyer check the cap table before you sign.