Calculate SAFE (Simple Agreement for Future Equity) conversion price, shares issued, and ownership using valuation cap and discount. No interest—principal only.
SAFE Note Parameters
Enter your SAFE (Simple Agreement for Future Equity) terms and the next round details to compute conversion price, shares, and ownership.
Understanding the Inputs (SAFE-Specific)
Key terms used in SAFE note conversion
SAFE Investment & Valuation Cap
The amount invested under the SAFE (no interest accrues). The valuation cap is the maximum company valuation at which the SAFE converts—it protects the investor if the company raises at a higher valuation later.
SAFE principal only (no interest)
Cap = ceiling on conversion valuation
Discount & Round Price
The discount gives the SAFE holder a percentage off the next round’s price. Round price per share is the price in the qualifying equity round (e.g. Series A). Pre-money fully diluted shares are used to derive the cap-based conversion price.
Discount typically 15–25%
Conversion = lesser of cap price vs discount price
Formula Used
Cap price = Valuation Cap ÷ Pre-money fully diluted shares
A SAFE is an agreement that gives the investor the right to receive equity in a future round. It is not a loan—no interest accrues. At conversion (usually the first qualifying equity round), the SAFE amount is converted into shares at a conversion price determined by the "lesser of" the valuation cap and the discount.
Not Debt
Unlike convertible notes, SAFEs do not accrue interest. Conversion is on principal only. This simplifies cap table modeling and avoids debt treatment for the company.
Valuation Cap and Discount
The valuation cap sets a maximum company valuation for conversion. If the company raises at a higher pre-money valuation, the SAFE still converts as if the company were worth the cap, so the investor gets more shares. The discount gives a percentage off the price per share in the next round. The conversion price is the lower of (1) cap-derived price and (2) discount-derived price.
Why the Lesser Of?
Using the lower price gives the SAFE holder the better rate—more shares for the same investment. The cap protects against high later valuations; the discount rewards early investment relative to the round price.
Post-money SAFEs fix the investor’s ownership as a percentage of the company immediately after the SAFE investment (on a post-money basis). Pre-money SAFEs use a pre-money cap and can result in more dilution to founders when the round is large. Always confirm which form you are using.
SAFE vs Convertible Note
SAFEs do not accrue interest; convertible notes do. For notes, the conversion amount is principal + accrued interest. Use the Convertible Note Conversion Calculator for notes; use this calculator for SAFEs.
Conclusion
This calculator gives you the conversion price, number of shares issued, and approximate ownership for a single SAFE. For multiple SAFEs and a full cap table including the new round and option pool, use an equity cap table tool or model all instruments together.
Frequently Asked Questions
Common questions about SAFE note conversion
Do SAFEs accrue interest?
No. Unlike convertible notes, SAFEs do not accrue interest. Conversion is based only on the principal amount invested.
How is the conversion price determined?
The conversion price is the lower of (1) the cap price = Valuation Cap ÷ Pre-money fully diluted shares, and (2) the discount price = Round price × (1 − Discount %). This gives the SAFE holder the better rate.
What is the difference between post-money and pre-money SAFEs?
Post-money SAFEs define the investor’s percentage based on the company valuation including the SAFE investment. Pre-money SAFEs use a pre-money cap; ownership depends on the size of the future round and can create more dilution for founders.
When do SAFEs convert?
Typically at the first qualifying equity round (e.g. Series A) when the company issues shares at a set price. The SAFE document will define what qualifies (e.g. minimum raise size).
What is a valuation cap?
The valuation cap is the maximum company valuation at which the SAFE converts. If the company raises at a higher pre-money valuation, the SAFE still converts as if the company were worth the cap, so the early investor receives more shares.
What discount is typical for SAFEs?
Discounts of 15% to 25% are common. The discount gives the SAFE holder a percentage off the price per share in the next equity round. Combined with a cap, the investor gets the better of the two (lower conversion price).
How do multiple SAFEs interact?
Each SAFE converts in a defined order (usually by date). Conversion of one SAFE increases total shares, which can affect the effective price for later SAFEs. Model all SAFEs in a full cap table for accurate ownership.
Why is my ownership % only approximate?
This calculator divides SAFE shares by (pre-money shares + SAFE shares). It does not include the new round investment shares or the option pool. For exact post-round ownership, use a full cap table that includes the new round and all instruments.
Can a SAFE convert at maturity without a round?
Some SAFEs have a maturity date; conversion terms at maturity (e.g. at cap) vary by document. Many SAFEs convert only upon a qualifying equity round. Check your SAFE terms.
How does a SAFE differ from a convertible note?
A SAFE is not debt and does not accrue interest. A convertible note is debt and typically accrues interest until conversion; the conversion amount is principal + interest. Both use valuation cap and discount to set the conversion price.
Usage of this Calculator
Practical applications and real-world context
Who Should Use This Calculator?
FoundersTo see how a single SAFE converts and affects ownership before signing or at a planned round.
Angel Investors / Early InvestorsTo estimate conversion price, shares, and ownership from cap and discount terms.
Startup Advisors & LawyersTo validate term sheet math and explain conversion to clients.
Students & AnalystsTo understand SAFE mechanics and the lesser-of cap vs discount.
Limitations & Accuracy nuances
Ownership %: Excludes new round shares and option pool; use a full cap table for exact dilution.
Multiple SAFEs: Convert in a defined order; model each SAFE and the round together for accuracy.
Post-money vs pre-money: This calculator uses pre-money shares and round price; confirm your SAFE form (post-money vs pre-money) for cap interpretation.
Real-World Examples
Case A: Cap applies (company raised at high valuation)
$500K SAFE with $6M cap, 20% discount. Company raises Series A at $15M pre-money, $2/share. Cap price = $6M ÷ 7.5M = $0.80; discount price = $2 × 0.8 = $1.60. Conversion at $0.80 (cap) → 625,000 shares. The cap protected the early investor.
Case B: Discount applies (round valuation near cap)
Same $500K SAFE, $6M cap, 20% discount. Company raises at $5M pre-money, $0.50/share. Cap price = $6M ÷ 10M = $0.60; discount price = $0.50 × 0.8 = $0.40. Conversion at $0.40 (discount) → 1,250,000 shares. The discount gave the better rate.
Summary
The SAFE Note Conversion Calculator computes conversion price (using the lesser of cap price and discount price), shares issued, and approximate ownership for a single SAFE at a qualifying equity round.
SAFEs do not accrue interest. For convertible notes with interest, use the Convertible Note Conversion Calculator.
Use this tool to validate term sheets and plan cap table impact; for multiple SAFEs and full dilution, use an equity cap table or full model.
Embed This Calculator
Add this calculator to your website or blog using the embed code below:
<div style="max-width: 600px; margin: 0 auto;">
<iframe
src="https://mycalculating.com/category/finance/safe-note-conversion-calculator?embed=true"
width="100%"
height="600"
style="border:1px solid #ccc; border-radius:8px;"
loading="lazy"
title="Safe Note Conversion Calculator Calculator by MyCalculating.com"
></iframe>
<p style="text-align:center; font-size:12px; margin-top:4px;">
<a href="https://mycalculating.com/category/finance/safe-note-conversion-calculator" target="_blank" rel="noopener">
Use full version on <strong>MyCalculating.com</strong>
</a>
</p>
</div>
Calculate SAFE (Simple Agreement for Future Equity) conversion price, shares issued, and ownership using valuation cap and discount. No interest—principal only.
How to use SAFE Note Conversion Calculator
Step-by-step guide to using the SAFE Note Conversion Calculator:
Enter your values. Input the required values in the calculator form
Calculate. The calculator will automatically compute and display your results
Review results. Review the calculated results and any additional information provided
Frequently asked questions
How do I use the SAFE Note Conversion Calculator?
Simply enter your values in the input fields and the calculator will automatically compute the results. The SAFE Note Conversion Calculator is designed to be user-friendly and provide instant calculations.
Is the SAFE Note Conversion Calculator free to use?
Yes, the SAFE Note Conversion Calculator is completely free to use. No registration or payment is required.
Can I use this calculator on mobile devices?
Yes, the SAFE Note Conversion Calculator is fully responsive and works perfectly on mobile phones, tablets, and desktop computers.
Are the results from SAFE Note Conversion Calculator accurate?
Yes, our calculators use standard formulas and are regularly tested for accuracy. However, results should be used for informational purposes and not as a substitute for professional advice.