SAFE conversion
What a post-money SAFE turns into at the round.
By Surojit Chakraverti, founder of L3VLUP and an investor running a long-short healthcare and technology equities strategy.
On this subject: safe conversion.Updated 30 September 2026
What it does
The lines that turn a SAFE’s cash into shares when the priced round arrives. A post-money SAFE promises its holder amount ÷ cap of the company measured before the round’s new money and pool top-up, so the shares it converts into are a function of the founding count and the cap alone. The discount is a second price the holder may take instead; the schedule shows both and says which binds.
Where it lives
The same schedule in each model that carries it, with the rows to open. Open a model in the browser, go to the sheet, and click the lines.
- Assumptions, rows 11–13: SAFE amount invested, Post-money valuation cap, Discount to the round price (shown, not applied)
- Round, rows 5–9: Founding fully diluted shares (B), SAFE shares at the cap = A × B / (C − A), SAFE conversion price at the cap, SAFE ownership of the pre-round capitalisation…
- Round, rows 26–28: Round price less the discount, Discount would have given a lower price (1 = review), Shares the SAFE received beyond what its money buys at the round price
What a reviewer looks for
- Dividing the cap over a count that already includes the round’s pool top-up, which understates the SAFE’s shares.
- Applying a discount by referencing the round price, which makes the round price depend on itself.
- Treating a post-money cap like a pre-money one, so two stacked SAFEs dilute each other instead of the founders.
Learn it, then build it
Understand · Primer
Cap Tables and Startup Financing
Build · Lab · ~15 min
Cap Table Builder
Convert a post-money SAFE, price a seed round and size an option pool by hand, and say who paid for the pool.
Read · Guide · 12 min
SAFEs, Convertible Notes and Their Equivalents
Read · Guide · 13 min
Cap Tables, Dilution and the Option Pool
Vocabulary: SAFE (Simple Agreement for Future Equity), Post-Money SAFE, Convertible Note.