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Venture Capital & Cap Tables

SAFE Note & Dilution Calculator

Model Y Combinator Post-Money SAFEs, valuation cap vs discount conversion prices, Series A equity rounds, and founder cap table dilution.

1. Convertible SAFE Note Parameters

$
$
Discount Rate:20%

2. Future Series A Priced Round Assumptions

$
$
Standard startup capitalization: 10,000,000 common shares
Post-Series A OwnershipConversion: Valuation Cap
79.83%

Founders retain 79.83% of the company after converting the SAFE (4.2%) and issuing Series A preferred shares (15.97%).

■ Founders: 79.83%■ SAFE: 4.2%■ Series A: 15.97%
Effective Conversion Price
$0.95
Series A: $2
SAFE Value at Series A
$1,008,403
2.02x MOIC Multiple
Series A Post-Money Capitalization:

Post-Money Valuation: $24,000,000 across 12,526,316 fully diluted shares.

How Valuation Caps and Discounts Convert in Venture Deals

When early-stage angel investors and venture capitalists fund a company using a convertible SAFE note, they postpone setting a fixed share price until a professional institutional lead prices the Series A round.

Scenario A: Valuation Cap Controls

If the Series A pre-money valuation is higher than the cap (e.g. $20M Series A vs $10M Cap), the cap controls. The SAFE investor converts at the $10M cap, rewarding them for their early seed risk with 2x more shares per dollar than Series A buyers.

Scenario B: Discount Rate Controls

If the Series A valuation is below the cap (e.g. $8M Series A vs $10M Cap), the cap is ineffective. Instead, the 20% discount activates, letting the SAFE investor buy shares at $0.80 for every $1.00 of Series A share price.

Frequently Asked Questions About SAFE Notes

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