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SAFE + Dilution Decoder

This decoder shows what happens to your cap table when a post-money SAFE converts at a priced round, and how a valuation cap and a discount each change the ownership you keep. It models one SAFE and no option pool, so it is a teaching model rather than a cap table.

What you get

  • How a cap and a discount each set the conversion
  • The ownership you hold after the priced round
  • Where the dilution actually comes from

Before you start

Five figures, all in the same currency. This decoder does not know or assume a currency, so enter plain numbers. It models one safe with no option pool, and it is educational rather than legal advice. Everything stays in your browser.
The safe

What the safe investor put in. Use the same currency for every amount here.

The cap written on the safe. On a post-money safe this fixes the holder's share at the purchase amount divided by the cap. Uncapped safes are not covered here.

The discount off the priced round, as a percentage between 0 and 95. Enter 0 if the safe has no discount.

The priced round

What the company is valued at going into the priced round, before the new money.

How much new money the priced round brings in. Enter 0 if you want to see the conversion on its own.

From the publication

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A daily note for founders raising capital—what investors notice, how conviction gets built, and what to do next.

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