The SAFE
Stack.
A few early checks. Several promises. One capitalization table. Change the terms and follow the ownership—or the cash.
Small checks. Long shadows.
NOT FOR SIGNATURE
Two capped SAFEs and an earlier uncapped MFN. Add a later check, make the election, or see what a small sale leaves for common. All outcomes are alternative scenarios—not consecutive events.
The round closes.
$2 million of new cash enters at $10 million pre-money, including converting SAFEs. The total round is fixed; exercised rights displace other new investors.
| Holder | Ownership | Mechanism |
|---|---|---|
| Founder common | 68.75% | Original common |
| Early MFN | 2.08% | round price; follow-on $0 |
| SAFE 1 | 8.33% | cap price; follow-on $0 |
| SAFE 2 | 4.17% | round price; follow-on $0 |
| Other new investors | 16.67% | Remaining new cash |
The early MFN converts at the round price; the two capped holders use their caps. New financing cash dilutes their initial stakes.
Read the assumptions before using the number
US post-money cap-only SAFEs and one current uncapped MFN only. Five million founder common shares; no other stock, options, promised options, unissued pool, pool increase, discount-only instruments, pre-money SAFEs, converting notes or other preferred classes.
Financing pre-money here includes all modeled conversion shares before new cash. Pro rata exercise uses additional cash inside a fixed total round; it does not enlarge the round or preserve a lead investor’s allocation. An MFN election inherits a cap-only instrument, not a separate purchase right.
A pre-conversion sale pays senior claims first, then the applicable SAFE cash claims, then conversion/common residual. Cash-taking holders are excluded from liquidity capitalization. Cap-only holders take cash or conversion, not both. The current unelected MFN is cash-only in this scenario. Claims are limited by available proceeds.
The sale input excludes fees and taxes and assumes all modeled consideration is distributable cash; no escrow, rollover, retention payments, secured-collateral allocation or insolvency administration. Decimal shares and continuous dollars are retained internally. Display values round; real closings require settlement schedules.
If the promises reach 100% of modeled capitalization, the exercise stops. It is not a closing calculator or legal, tax or investment advice. No prediction of investor acceptance is made.
The other side has a reason.
Founder / Priced round
The $2 million round dilutes existing positions. In this fixed-round model a pro rata purchase changes who supplies the new cash, not the founder’s total dilution. Ask to see every exercised purchase right before promising the lead its allocation.
Several helpful investors have reserved the same chair.
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Sources and model boundaries
The primary references are the current YC US post-money cap-only and MFN forms, its pro rata letter and user guide. Linked forms remain intact. The fictional examples, explanatory provision cards and scripted perspectives are ours; no source endorses them.
- YC US post-money SAFE — valuation cap only. Primary form, particularly sections 1–2. Linked intact; our examples and provision cards are original explanatory material, not a modified YC contract.
- YC US post-money SAFE — MFN only. Primary form, particularly sections 1 and 3. The current unamended MFN form has a purchase-amount cash claim in a liquidity event; a timely written election changes the instrument. Sale examples follow the explicit cash-ranking subclauses in section 1(d)(i)–(iii); a following priority paragraph has overlapping wording that counsel must reconcile in a real signed version.
- YC pro rata side letter. Primary form. The right concerns Standard Preferred sold in the conversion financing and terminates at its initial closing or earlier specified events; it is not an evergreen right.
- YC SAFE User Guide. Current post-money guide, including financing examples and liquidity Appendix II. Its capitalization definitions and form-specific assumptions matter; old pre-money instruments require separate analysis.
The model excludes discount-only and older pre-money SAFEs, options and pool top-ups, converting notes, other preferred classes, noncash consideration, fees and taxes. Do not use it for a real closing. Its definition panel explains the included denominator, fixed-round allocation convention and separate liquidity waterfall.
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