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SAFE Note Conversion Calculator

Work out safe note conversion instantly with clear inputs, formula shown and shareable results.

About SAFE Note Conversion Calculator

A SAFE converts at the better of the valuation cap price and the priced round price. The cap price is the cap divided by the pre-conversion share count; when the round is priced above the cap, the cap binds and the SAFE holder gets more shares for the same money.

Formulas

Cap price

Cap price = Valuation cap / Shares outstanding

Conversion price

Conversion price = min(Cap price, Round price)

Shares

Shares = Investment / Conversion price

Worked example

With the default values below, SAFE Note Conversion Calculator returns Shares issued on conversion of 375,000. Change any input above and every figure here is recalculated in your browser.

Inputs used

SAFE investment
250,000
Valuation cap
6,000,000
Priced round pre-money valuation
12,000,000
Shares outstanding before conversion
9,000,000

Results

Shares issued on conversion
375,000
Conversion price per share
$0.6667
Resulting ownership
4.000%
Basis applied
Valuation cap applies

Step by step

  1. 1Values used
  2. 2Cap price
  3. 3Conversion price
  4. 4Shares
  5. 5Shares issued on conversion= 375,000
  6. 6Conversion price per share= 0.6667
  7. 7Resulting ownership= 4.000
  8. 8Basis applied= Valuation cap applies

Assumptions and limits

  • The result is derived only from the 4 inputs listed above. Anything not among them is not part of the calculation.
  • In particular, this calculator does not take inflation, tax, fees or charges or compounding frequency into account.
  • Figures are rounded for display to 4 decimal places, so totals built from several rounded parts can differ slightly from the unrounded arithmetic.
  • This is an estimate for general information and not professional financial, tax or legal advice. See the full disclaimer for the limits that apply to this kind of calculator.

How these calculators are built and tested is described on the Methodology page. If a figure looks wrong, please report it.

Frequently Asked Questions

What if the round prices below the cap?

Then the round price applies and the cap is irrelevant — the SAFE converts on the same terms as the new money, subject to any discount.

Pre-money or post-money SAFE?

Post-money SAFEs fix the investor's percentage and push dilution onto founders. Pre-money SAFEs share dilution between SAFE holders. Check which form you signed.

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