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1. Put in the data in the cells highlighted with Yellow as per your company
2. Delete the row(s), if not applicable. Eg: If there is only one Co Founder, delete alll the rows pertaining Co Founder 2 & so on
3. Add the row(s), if required. Eg: If there are more investors, Add a new row below and drag the formula for every column
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In pre-money SAFE, the valuation of the company is determined by excluding the shares issued upon conversion of SAFEs (SAFEs and convertible notes). Whereas in post-money SAFE, the valuation of the company is determined while including shares issuable upon conversion
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Many investors consider the post-money SAFE to be an improvement upon the pre-money SAFE. That's because it gives investors the ability to immediately calculate exactly how much ownership of the company they are purchasing with their investment
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Example of a pre-money SAFE
Let’s walk through a step-by-step example of how a typical pre-money SAFE could play out from the perspective of an investor:

In a seed round, an investor gives $1 million to a startup as part of a pre-money SAFE. The startup also raises money from other investors in the form of SAFEs.
The investor receives no immediate shares for this $1 million. Instead, he/she receives a promise to be granted shares valued at $1 million when the startup raises its Series A.
The investor must wait until the Series A to know exactly how much of the company she owns. Remember: there are other SAFE investors, too. Only after the conversion of the SAFEs into shares will the investor know his/her ownership percentage in the company. He/She isn’t super-thrilled about this lack of clarity, but dealing with it.
At the beginning of the Series A, the investor’s SAFE converts into shares. The conversion price for the investor’s pre-money SAFE shares is calculated by dividing the pre-money valuation cap by the company capitalization (excluding SAFEs and convertible notes).
The startup is officially valued at $20 million and the investor learns that her $1 million investment has converted into a 5% ownership stake. This stake may be diluted by the new investors coming on board in the Series A.
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Example of a post-money SAFE
Now, let’s consider how a post-money SAFE could play out from the perspective of an investor:

In a seed round, an investor gives $1 million to a startup in a post-money SAFE with a $20 million post-valuation cap. Regardless of any other SAFE investors that come on board, our investor has ensured a predetermined 5% ownership stake in the company.
The investor receives no immediate shares for this $1 million. As with a pre-money SAFE, no shares are granted at the time of the investment.
At the beginning of the Series A, the investor’s SAFE is converted into shares equaling a 5% ownership stake in the company. Other SAFEs are converted, too, but they do not dilute the investor’s ownership stake.
New Series A investors come in and affect the investor’s 5% stake. There’s no getting around the dilution here. When new investors come on board, everyone’s shares are diluted in order to give them a stake in the company
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SAFE document includes terms on:
1. Equity Financing
2. Liquidation
3. Dissolution
4. Liquidtaion Priority
5. Termination
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Others Flavours to SAFE:
1. Discount rate: Otherwise known as a “bonus rate,” this rate gives the SAFE investor a discount on the price paid by other investors when the SAFE converts into company shares. So, if a SAFE investor invests $1 million into a company with a 50% discount rate, their $1 million would convert at a price that’s half-off what other investors might get.
2. Uncapped: Same as price Round Investors gets
3. Uncapped but most favoured one: When priced round is high as compared to SAFE, the SAFE investor also get the high price.
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Important Points to Note:
1. If first round was SAFE (Post Money), then on Price Round, these shalll happen in the order
a. SAFE Conversion
b. Option Pool is increased
c. New Investor Invests

2. If price round is higher than the Cap, then SAFE converts to CAP i.e. SAFE holder gets more shares for same amount of money than Price Round Investors.
If Vice Versa, Price Round Price is used to calculate the shares.
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A real life scenario
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At Incorporation
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Share HoldersCommon SharesPreferred Shares%
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Founder 145,000045%
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Founder 245,000045%
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Options Issued10,000010%
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Total Issued100,0000100%
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When new investors come they are issued new shares(preferred shares) instead of common shares which has some benefits to investors. Preferred shares are typically issued to investors and offer some benefits such as liquidation preference, anti-dilution rights, voting rights and board representation.
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Company raises money from two investors via Post Money SAFE
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InvestorsInvestment Amount ($)Post Money Valuation Cap in $
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Investor A200,0004,000,000
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Investor B800,0008,000,000
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Investor A Ownership5%
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Investor B Ownership10%
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Dilution for Founders15%
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Although at this stage the Cap Table would remain the same, however the founder have promised to sold 15% of the company via SAFE so technically they now own only 75% (45%+45%+10%-15%) of the company
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Now company is raising via Priced Round.
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Pre - Money Valuation15,000,000
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Total Raise5,000,000
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Lead Investor Pay4,000,000
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Other Investors1,000,000
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Post - Money Valuation 20,000,000
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Total ownership of Proce Round Investors25%
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Target Available Pool Options Post Money10%
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Now Following will happen in the order
1. SAFE Converts
2. Option Pool is increased
3. New investor invests
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Step 1: SAFE Conversion
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Share HoldersCommon SharesPreferred Shares%
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Founder 145,0000
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Founder 245,0000
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Options Isssued10,0000
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SAFE Investor A0??????5%
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SAFE Investor B0??????10%
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Total Issued100,0000
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Since we know SAFE Investors owns 15% (5%+10%) of the company and the Company has rest 85%
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Total share with the company is 1,00,000 which is 85%85%
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Total Share i.e. 100% would be (1,00,000*100/85) 117,647
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SAFE Investor A5,882
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SAFE Investor B11,765
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Total Safe Shares17,647
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Accordingly Founders and Pool Shares % changes with base as Total Shares
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Share HoldersCommon SharesPreferred Shares%
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Founder 145,000038%
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Founder 245,000038%
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Options Isssued10,00009%
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SAFE Investor A05,8825%
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SAFE Investor B011,76510%
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Total Issued100,00017,647100%
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Total shares after SAFE conversion = Common Shares + Preferred shares117,647
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Total ownership excluding option pool and series A investors65%
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Total Shares including option pool and series A investors180,995
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Hence new shares to be issued63,348
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Common shares to be issued for option pool18,100
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Preferred shares to be issued to Series A investors = New Shares - Option Pool Shares45,249
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Preferred shares to be issued to Series A Lead investors36,199
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Preferred shares to be issued to Series A Lead investors9,050
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Step 2: Option Pool Increase by18,100
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Step 3: New Money
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Capitalization: Fully Diluted Shares after SAFE Conversion and Option Poll Increases180,995
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New Price Per Share: = Pre Money Valuation/Capitalization110.50
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Number of Shares = InvestmentAmount/Price PerShare45,249
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Lead Investor Shares36,199
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Other Investors Shares9,050
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Final Cap table
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Share HoldersCommon SharesPreferred Shares%
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Founder 145,000025%
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Founder 245,000025%
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Options Isssued10,00006%
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Options Available18,100010%
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SAFE Investor A05,8823%
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SAFE Investor B011,7657%
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Lead Investor036,19920%
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Other Investors09,0505%
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Total Issued118,10062,896100%
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Remember below before deciding

Safe Vs Convevrtible Debts
SAFE arent Debts
Convertible Debts is more complex-maturity rates, interest rates
Combination of both is worse
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Pre Money & Post Money
Ca Combine but the calculation would be very complex
Pre Money safes are harder to calculate dilution (include the increase in the pool options)
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Over Optimization
When raising on SAFEs, don’t try to optimize on Caps, Negotiation is harder and effect is not that large.
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