SAFE Stack Modeller
See how post-money SAFEs, pre-money SAFEs, convertible notes, and ESOP pool top-ups affect founder ownership at your next priced round.
Your SAFEs and notes
Compared against new money only (excludes SAFE and note conversions).
Compared against new money only (excludes SAFE and note conversions).
Your next priced round
Used to calculate accrued interest on convertible notes from their issue date.
Employee share option plan (ESOP) pool
Of issued shares plus pool, before the round
Of all shares after the round
Before the round, the top-up is priced into the pre-money valuation, so new investors aren't diluted by it. After the round, they share the dilution.
Post-round ownership & dilution
Based on your answers, modelled across your converting SAFEs, convertible notes, ESOP pool top-up, and priced round figures.
Date: 9 November 2026 · © 2026 Cloudberry Law · www.cloudberrylaw.com.au
Inputs: 10,000,000 existing shares · $9.00m pre-money valuation · $3.00m new investment · ESOP pool: 0% existing, 10% target (compare pre-money & post-money) · SAFE 1 (Pre-money SAFE, $400k, uncapped, 20% discount) · SAFE 2 (Post-money SAFE, $600k, $6.00m cap, no discount)
Creating the ESOP pool top-up in the pre-money valuation reduces existing shareholders’ ownership by 2.67 percentage points. A pre-money top-up is counted in the pre-money share count, so new investors keep their full 25.00%; with a post-money top-up they would bear 2.50 pp of the pool dilution. The other 0.17 pp comes from SAFEs and notes converting at different prices.
Cap table after the round (ESOP pool created pre-money)
Each holder's shares are shown rounded to whole shares, and totals are the sum of the rounded rows; percentages use unrounded figures.
Methodology disclosure
- Every SAFE and note that meets its qualifying round minimum (if any) is assumed to convert in the priced round you enter, before the new investors buy in.
- Each converts at the lowest of its cap price, discount price or the round price.
- Results depend on your actual documents, especially what triggers conversion and how the ESOP pool is counted.
- SAFEs and notes that don't convert in this round are left out of other post-money SAFEs' company capitalisation. Under the AIC SAFE's definition they may still count, which would give capped post-money SAFEs more shares and leave existing shareholders with less than shown.
Full methodology
Conversion
- The pre-money valuation is treated as all-in: it includes converting SAFEs and notes and, if the ESOP pool is created pre-money, the top-up. With a pre-money top-up, new investors receive exactly new investment / (pre-money valuation + new investment); with a post-money top-up, they are diluted by the top-up too.
- Trigger and qualifying round minimum: if you enter a qualifying round minimum on an instrument, it is compared against the new investment amount alone (excluding SAFE and note conversions). An instrument whose minimum exceeds the new investment remains outstanding and is excluded from fully diluted shares and from other post-money SAFEs’ company capitalisation. This is a simplifying assumption. Under the AIC SAFE, 'Company Capitalisation' includes all convertible securities (including any other SAFE and any convertible notes), so an instrument that doesn't convert in this round may still need to be counted in a converting post-money SAFE's cap price. That would give the converting post-money SAFE more shares and reduce existing shareholders' ownership compared with the result shown. When any instrument remains outstanding, the report warns that the headline ownership percentage excludes those unconverted instruments and shows an illustrative existing-shareholder percentage assuming all instruments converted on the round’s terms. If left blank or 0, the instrument is assumed to convert in the round.
- Post-money SAFEs: cap price = cap / company capitalisation. That capitalisation includes all converting SAFEs and notes, including the SAFE's own conversion shares, but excludes the round’s ESOP top-up (as in both the YC post-money SAFE and the Australian Investment Council (AIC) SAFE in its standard post-money form). A SAFE converts at its cap only if the cap price is below the round price per share. A pre-money pool top-up lowers the round price, so a cap below the pre-money valuation can still convert at the round price.
- Pre-money SAFEs and notes: by default in both pool modes, cap price = cap / (issued shares + existing ESOP pool + top-up), excluding other SAFEs and notes, following the standard YC pre-money SAFE wording (“pool to be created or increased in connection with the Equity Financing”). If you turn off “Count the top-up in pre-money SAFE caps”, in post-money pool mode the cap price uses cap / (issued shares + existing ESOP pool). The AIC SAFE's pre-money version differs: its cap price excludes the ESOP top-up and includes convertible notes. With a post-money top-up, turning off "Count the top-up in pre-money SAFE caps" matches it except for notes; otherwise results may differ when the ESOP pool is topped up.
- Convertible note interest: if the interest rate is blank or 0%, a note converts on principal only. When an interest rate is entered, the note converts on principal plus accrued interest (simple interest: principal × rate × years; annual compound interest: principal × ((1 + rate)years − 1)), using either your manual months override or the actual days between the issue date and expected round close date divided by 365. For part-years, compound interest is calculated fractionally ((1 + rate) to the power of (days / 365)); some notes instead apply simple interest to the stub period. Check your note's terms.
ESOP pool
- The existing pool % is measured against issued shares plus the pool, excluding unconverted SAFEs and notes. The target % is measured against fully diluted shares after the round.
- Pre-money top-up: counted in the pre-money share count, so it dilutes existing holders and any post-money SAFE holders converting at their cap, not new investors. Post-money top-up: dilutes everyone, including new investors.
- With a pre-money top-up, the existing pool size mostly doesn’t change existing shareholders’ ownership. The exception is a post-money SAFE converting at its cap: its capitalisation counts the existing pool but not the top-up, so a larger existing pool gives that SAFE more shares.
- If your post-money SAFE counts the top-up in its capitalisation, existing shareholders’ ownership will be lower than shown.
- The tool tops up the pool but never reduces it.
Not modelled
- MFN adjustments, pro-rata rights, promised options, liquidation preferences, shadow series, and note maturity or redemption terms.
- The “Existing shareholders” row includes all existing issued shares entered, including any non-founder shareholders.
- Calculations use unrounded share numbers; the table displays whole shares.
- Under the AIC SAFE, each investor's conversion shares are rounded to the nearest whole share.
Need your SAFEs, convertible notes or pre-round cap table reviewed before you raise?
Book a call →Book a call: cloudberrylaw.com.au/contactImportant notice: This tool is a general calculator. It does not organise, plan or carry out any financing, and we don’t see or review the figures you enter. Using it doesn’t make you our client. If you’d like us to act on an actual SAFE, note or funding round, we’ll first agree the scope with you in writing and complete our identification checks. This tool provides general information only based on the figures you enter; it is not legal, financial, tax, or financial product advice, and is not a substitute for a review of your executed SAFE or convertible note terms. By using the tool or generating a report, you agree to our Tool and template terms of use.
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Last updated: 9 November 2026
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