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SAFE Cap & Discount Calculator

Enter your SAFE terms to see how many shares it converts into.

How it is calculated

The tool prices a SAFE two ways and uses the lower price. The cap price is valuation cap ÷ fully diluted shares and the discount price is priced-round share price × (1 − discount ÷ 100). Then shares = investment ÷ conversion price. The output shows the shares issued (rounded to a whole number for display), the conversion price per share in dollars to four decimals, and which term applied: Cap or Discount. If both prices are equal, the tool reports Cap. Investment, cap, round price and share count must be above zero, and the discount must be at least 0 and below 100; a discount of 0 means only the cap can lower the price. The fully diluted share count should follow the definition in your SAFE document. Other terms, such as a most-favoured-nation clause or pro-rata rights, are not modelled.

Worked example

A SAFE of 250,000 has a 10,000,000 cap and a 20% discount. The priced round sells shares at 2.50, and there are 4,000,000 fully diluted shares. Cap price = 10,000,000 ÷ 4,000,000 = $2.50. Discount price = 2.50 × 0.80 = $2.00. The lower price is $2.00, so the Discount term applies. Shares = 250,000 ÷ 2.00 = 125,000 shares. With a lower cap of 6,000,000 the cap price would be $1.50 and the SAFE would convert into 166,667 shares.

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Common mistakes

  • Entering the post-money or pre-money valuation of the round as the cap. The cap is the number written in the SAFE itself.
  • Using the round's valuation instead of the actual price per share paid by the new investors in the round-price field.
  • Typing the discount as 0.20. The field is in percent: 20 means 20%.
  • Counting the wrong shares for the fully diluted figure. Whether options, the unissued pool or other SAFEs are included changes the cap price, so use the definition from your document.
  • Expecting both terms to stack. Only the lower of the two prices is used, not a discount on top of the cap price.

Sources

About this calculator

A SAFE (Simple Agreement for Future Equity) is a startup financing instrument that isn't a loan or immediate equity — it's a promise to convert into shares later, typically when the company raises a priced funding round. Most SAFEs include two investor-protective terms: a valuation cap, which sets a maximum company valuation used for the investor's conversion regardless of how high the actual round prices, and a discount rate, which lets the investor convert at a percentage below the price other investors pay in that round.

This calculator applies both terms and uses whichever produces the lower conversion price — and therefore more shares for the SAFE holder — exactly as SAFE agreements are structured to work. It's a standard tool for startup founders, angel investors, and early-stage VCs modeling cap table dilution ahead of a priced round, since the eventual share count for early SAFE money can materially change how much of the company later investors and the founders end up owning.

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  • Editorial team

    The tool takes the lower of the cap price and the discounted round price, and its last line names which term applied. With the pre-filled cap and shares the cap price is 0.50, so the discount only wins once the round price drops below 0.625. This is a simplified conversion that ignores other SAFEs and pro-rata rights, so check final numbers with counsel. What does your SAFE say about which shares count?

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