Pre-money vs post-money valuation, SAFE note calculator (valuation cap, discount, MFN), multi-round cap table with dilution tracking, and the option pool shuffle — one suite, 100% in your browser.
Post-money = pre-money + investment. Price per share = pre-money ÷ fully-diluted pre-money shares.
YC post-money SAFE converts at the lower of (cap ÷ company capitalization) and (discount × priced-round price). Company capitalization = fully-diluted shares before the round, including converting SAFEs and the option pool, excluding new money.
If a later SAFE has better terms (lower cap, or same cap with bigger discount), an earlier MFN SAFE upgrades to match.
Build Seed → Series A → Series B. Each round: pre-money valuation, new investment, target option pool (% of post-money), plus an optional converting SAFE. Ownership is always fully-diluted.
See who really pays for the option pool: pre-money (founders pay — investors keep their %), post-money (everyone dilutes), or none.
Startup valuation has two halves: agreeing on a number (negotiation, using methods like the Berkus method, the Scorecard method, the VC method, or comparable financings) and doing the round math exactly (this calculator). The math half is unforgiving — a misunderstood option pool shuffle or SAFE conversion can silently move millions of dollars of ownership.
Post-money valuation = pre-money valuation + investment. Investor ownership = investment ÷ post-money valuation. Price per share = pre-money valuation ÷ pre-money fully-diluted shares.
A YC post-money SAFE does not convert at a fixed price — it converts at the better of the valuation cap and the discount, computed against the company capitalization at the priced round. Because the cap already includes all converting SAFEs and the option pool, founders can calculate exact dilution before signing. The legacy pre-money SAFE lacks this property: each new SAFE dilutes earlier ones.
Investors typically require a 10–15% option pool before their money goes in. That pool comes out of the pre-money valuation, lowering the price per share and shifting dilution onto founders. Always model the shuffle before agreeing to a headline valuation.
Feature comparison checked October 2026. Competitors are single-intent tools; this page is the only interactive suite combining all five.
| Feature | This tool | batkotron/safe-calculator (GitHub) | bravecalculator.com | valuefy.app |
|---|---|---|---|---|
| Pre/post-money valuation | ✓ | ✗ | ✗ | ✗ |
| SAFE (cap + discount + MFN) | ✓ | ✓ (SAFE stacking) | ✓ (single SAFE) | ✗ |
| Multi-round cap table | ✓ | ✗ | ✗ | Partial (single-round dilution) |
| Option pool shuffle | ✓ | ✗ | ✗ | ✗ |
| Dilution per stakeholder | ✓ | ✗ | ✗ | ✓ (one round) |
| 100% client-side | ✓ | ✓ | ✓ | ✓ |
Prefer a spreadsheet? Every calculation above reduces to a few Excel formulas. These use the same math as the calculator tabs:
| What | Excel formula |
|---|---|
| Post-money valuation | =pre_money + investment |
| Price per share | =pre_money / fd_shares_pre |
| New investor shares | =investment / price_per_share |
| Investor ownership % | =investment / post_money |
| SAFE cap price (post-money) | =valuation_cap / company_capitalization_fd |
| SAFE discount price | =(1 - discount) * priced_round_price |
| SAFE conversion price | =MIN(cap_price, discount_price) |
| Pre-money pool shares (10% example) | =0.10 * (fd_before + investor_shares) / 0.90 |
Tip: build the cap table as one row per round, carrying total fully-diluted shares forward — exactly what the Cap Table tab automates.
Pre-money valuation is negotiated between founders and investors — there is no single formula. Common methods include the Berkus method, the Scorecard method, the venture capital (VC) method, and comparable company analysis. Once a pre-money valuation is agreed, the round math is exact: post-money valuation = pre-money valuation + investment, and price per share = pre-money valuation ÷ fully-diluted pre-money shares.
Pre-money valuation is the company's agreed value before new investment; post-money valuation = pre-money + the investment amount. An investor putting $2M into a company at an $8M pre-money valuation owns $2M ÷ $10M = 20% after the round. The distinction matters because option pools and SAFE conversions are typically calculated on one basis or the other.
A YC post-money SAFE converts at the next priced round into shares at the lower of two prices: (1) the valuation cap divided by the company capitalization (fully-diluted shares including converting SAFEs and the option pool, excluding new money), or (2) the discount rate times the price per share paid in the priced round. The SAFE holder automatically gets whichever price yields more shares.
Whichever produces the lower conversion price. Example: a $1M SAFE with an $8M cap and 20% discount, converting at a $10M priced round ($1.00/share, 12M-share company capitalization). Cap price = $8M ÷ 12M = $0.667; discount price = 0.80 × $1.00 = $0.80. The cap wins, so the SAFE converts at $0.667/share into 1.5M shares. The calculator above computes both and picks the winner automatically.
A post-money SAFE (YC's 2018+ standard) applies the valuation cap to the post-money company capitalization, so founders know their dilution upfront regardless of how many other SAFEs are issued. A pre-money (legacy) SAFE applies the cap to the pre-money fully-diluted shares, so each additional SAFE dilutes earlier SAFE holders. The calculator supports both.
MFN (most favored nation) means that if the company later issues another SAFE on better terms (lower cap or bigger discount), the earlier MFN SAFE is amended to match those better terms. Use the MFN checker in the SAFE tab to compare two SAFEs and see whether an upgrade triggers.
Dilution = 1 − (your shares ÷ total fully-diluted shares after the round). If founders hold 10M of 12.5M shares after a seed round, they own 80% — diluted 20% from 100%. The cap table tab tracks every stakeholder's percentage round by round so you can see exactly where dilution comes from: new investors, option pool increases, or converting SAFEs.
The option pool shuffle is the practice of creating or topping up the employee option pool immediately before a priced round, so the pool dilutes only the existing shareholders (usually founders), not the new investors. A 10% pre-money pool on an $8M pre / $2M raise drops founders from 80% to 70% while investors still get 20%. The Option Pool tab shows all three timings side by side.
A pre-money option pool lowers the effective price per share: price = pre-money valuation ÷ (existing shares + new pool shares). With the same $8M pre-money valuation, adding a 10% pool drops the price from $0.80 to $0.70 per share, so the $2M investor receives ~2.86M shares instead of 2.5M. Economically, founders fund the pool.
A cap table lists every equity holder, their share counts, and ownership percentages on a fully-diluted basis. Each financing round adds rows: new investor shares (investment ÷ price per share), option pool shares, and converting SAFE shares. Percentages are each holder's shares ÷ total fully-diluted shares. The cap table tab builds this round by round for Seed → Series A → Series B.
Price per share = pre-money valuation ÷ pre-money fully-diluted shares (including any option pool created pre-money). Example: $8M pre-money ÷ 10M fully-diluted shares = $0.80/share. The investor's share count = investment ÷ price per share.
No — a SAFE is not equity until it converts, so it does not change anyone's percentage before the priced round. But with a post-money SAFE, the valuation cap already accounts for all converting SAFEs in the company capitalization, so founders can compute their exact post-conversion ownership in advance. Pre-money SAFEs dilute earlier holders as more SAFEs stack.
Fully diluted means counting every share as if all convertible securities converted and all options were exercised: outstanding common + preferred + SAFEs/convertible notes (as converted) + the full option pool (granted and ungranted). Venture math is always done on a fully-diluted basis to avoid surprises.
Most early-stage startups target a 10–15% option pool post-money after each priced round, sized to cover hiring until the next round (typically 18–24 months). Investors usually require the pool to be topped up pre-money (the pool shuffle), so founders should model it before agreeing to a valuation.
The venture capital method works backwards from an exit: post-money valuation = projected exit value ÷ target return multiple. If investors want 10× on a projected $100M exit in 5 years, post-money = $10M; with a $2M investment, pre-money = $8M. It is a negotiation framework, while this calculator handles the exact round math once terms are set.
No. This tool is for education and planning only — it is not legal, tax, or financial advice. Startup financings involve securities law and complex documents; always work with a qualified startup attorney before signing a SAFE or priced-round documents.
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