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TOOL · CALCULATOR

SAFE and Dilution Calculator

Model how one or two SAFEs convert in a priced round and what each group owns afterwards: founders, option pool, SAFE investors and the new round. Post-money (YC 2018 form) and pre-money SAFE mechanics are both supported. Figures are illustrative; the signed documents control.

Company todayFully diluted shares before the round

SAFE 1
SAFE 2

Priced roundThe equity financing that converts the SAFEs

Ownership after the round

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How the model works

Round price = pre-money valuation ÷ pre-money fully diluted shares. Following market practice, the pre-money share count includes the shares issued to converting SAFEs and any option pool top-up, so SAFE conversion and the pool increase dilute the existing holders, not the new investors.

Post-money SAFE (the YC form since 2018): the cap price is cap ÷ company capitalisation, where capitalisation includes the converting SAFEs themselves and the existing pool, but not a pool increase made for the round. The investor's percentage is therefore locked at amount ÷ cap until the priced round dilutes everyone.

Pre-money SAFE: the cap price is cap ÷ company capitalisation excluding the SAFEs, so several SAFEs dilute each other and the founders' outcome depends on the total raised on SAFEs.

Discount: discount price = round price × (1 − discount). The SAFE converts at whichever of cap price and discount price gives the investor more shares.

The model ignores pro rata rights, most-favoured-nation clauses, interest on convertible notes and rounding to whole shares. Under Turkish law the conversion itself still requires a capital increase resolution, a share subscription and trade registry registration, so the paperwork differs from the US form; see the resources below.

SAFE · SAFE post-money · SAFE discount · SAFE or convertible note? A decision framework for Turkish startups · Dilution math (pre/post-money) · Option pool · Term sheet negotiation position checklist

This calculator is general information, not legal or financial advice. Results depend on the inputs and on simplifying assumptions described above; the signed SAFE and financing documents govern the actual conversion. Nothing you enter leaves your browser.
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