Which SAFE form does this assume?

Whichever you pick, one line at a time. Post-money is the default because it has been the standard Y Combinator form since late 2018, but a round with both forms in it is common and this handles the mix. If you are not sure which one you signed, the document says so on its first page.

Why did my ownership fall further than the amounts suggested?

Usually two things at once. Post-money SAFEs fix their percentage before the new money arrives, so they are not diluted by the round the way you are, and a new option pool created from the pre-money dilutes you and the SAFEs but not the new investors. Set the pool target to zero and compare the two runs to see which part is which.

Does this replace a cap table?

No. It is arithmetic on the terms you typed. What a SAFE actually converts into is decided by the document it is written on, and your cap table of record and your counsel own the real numbers. Use this to understand the shape before the conversation, not to report a result after it.

Is anything I type sent to Termn?

No. The calculation runs in your browser and there is no request behind it. If you ask us to email you the result, the numbers travel with that request, because that is what the button says. Otherwise they never leave the page.

SAFE round calculator

What your SAFEs actually cost you when the priced round lands.

Enter your SAFEs and the round they convert into. This works out the cap table afterwards: what each SAFE converted at, what the new investors bought, and the one number a stack of SAFEs is designed to hide, which is what the founders go from and to.

Written for founders raising on SAFEs, and whoever keeps the round file · Needs your current fully diluted share count, one line per SAFE, and the priced round you are modelling · Free, and there is nothing to sign up for

Your company today

Fully diluted shares

Founders, employees, and the whole option pool, whether it is issued yet or not.

Option pool still unissued optional

How much of that count is pool nobody has been granted yet. Only used if you set a pool target below.

Your SAFEs

One line each. Leave a line blank to ignore it. If a SAFE has no cap, leave the cap empty and give the discount.

Amount

Valuation cap

Discount %

Form

Amount

Valuation cap

Discount %

Form

The priced round

Pre-money valuation

What the new investors are agreeing the company is worth before their money goes in.

New money raised

Option pool after the round, as a percent optional

The pool the new investors want in place. Set it to 0 to leave the pool alone.

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With scripting off, fill the fields in and use “Email me this result” below. The same arithmetic runs on our side and the answer comes back on the next page as well as by email.

Working it out…

Keep a copy

We email you this result, worked out again on our side from the same numbers. It is yours after that: forward it, print it, put it in a file.

Your name optional

Email

Everything here is worked out in your browser. Nothing you type is sent to Termn until you ask for a copy by email.

How it works this out

Every line below is a choice, and a different document can make a different one. A calculator that will not say what it assumed is asking to be trusted on nothing.

A post-money SAFE takes a fixed slice: It converts into a set percentage of the company measured after every SAFE has converted and before the new money and any new option pool. That is why post-money SAFEs do not dilute each other: each one dilutes you.
A pre-money SAFE converts at a price: Its cap is divided by the pre-money capitalization, counting the option pool as it stands after any increase and not counting the other SAFEs. That gives a price per share. Two pre-money SAFEs written the same week can land differently depending on what their own documents count.
A cap and a discount both apply: A SAFE carrying both converts on whichever gives its holder more shares. This shows which one won on each line.
The new option pool comes out of the pre-money: It dilutes the existing holders and the converting SAFEs, and it does not dilute the new investors. If you set a pool target, that is the arrangement used. Set it to zero to leave the pool alone.
What is not modelled: MFN clauses, pro rata side letters, participating preferred, multiple share classes, and anything a side letter changed. Each depends on documents this page has never seen. Where your paperwork differs from the conventions above, the paperwork is right and this page is wrong.

Termn is not a law firm, a bank, an escrow agent, or a money transmitter. This is arithmetic on what you typed, not advice about what you should do, and it is no substitute for your own counsel.

The arithmetic is the easy half

The hard half arrives afterwards: nine investors to get signed, nine wires to reconcile against the bank rather than against a promise, and a stack of SAFEs that stay outstanding for years until stock is actually issued.

See how Termn runs SAFE financing, or read the field guide, Running a SAFE round, which walks the whole sequence and is free to download. Your first workspace is free, and nothing goes out until you send it.

Common questions

Which SAFE form does this assume?: Whichever you pick, one line at a time. Post-money is the default because it has been the standard Y Combinator form since late 2018, but a round with both forms in it is common and this handles the mix. If you are not sure which one you signed, the document says so on its first page.
Why did my ownership fall further than the amounts suggested?: Usually two things at once. Post-money SAFEs fix their percentage before the new money arrives, so they are not diluted by the round the way you are, and a new option pool created from the pre-money dilutes you and the SAFEs but not the new investors. Set the pool target to zero and compare the two runs to see which part is which.
Does this replace a cap table?: No. It is arithmetic on the terms you typed. What a SAFE actually converts into is decided by the document it is written on, and your cap table of record and your counsel own the real numbers. Use this to understand the shape before the conversation, not to report a result after it.
Is anything I type sent to Termn?: No. The calculation runs in your browser and there is no request behind it. If you ask us to email you the result, the numbers travel with that request, because that is what the button says. Otherwise they never leave the page.

SAFE round calculator

Keep a copy

How it works this out

The arithmetic is the easy half

Common questions

Finish what the agreement started