SAFE & Convertible Note Conversion Calculator
Estimate the conversion price, shares issued and ownership when a SAFE or convertible note converts in a priced round.
Quick answer
A SAFE or note converts at the next priced round at the lowest of the round price, the discounted price and the valuation cap price. Shares issued = amount converting / conversion price, with note interest added to principal.
SAFE & Convertible Note Conversion Calculator
Round price per share = pre-money ÷ these shares.
Conversion Price per Share
—
Shares Issued
—
Ownership After Conversion
—
Amount Converting
—
Round Price per Share
—
Shares issued under each term
Price and Shares by Term
| Term | Price per share (₹) | Shares issued | Effective discount to round |
|---|
Assumptions & method
- Amount converting = principal, plus simple interest (principal × rate × months ÷ 12) for a note. A SAFE accrues no interest.
- Round price = pre-money ÷ pre-money fully diluted shares. Discount price = round price × (1 − discount).
- Pre-money cap price = cap ÷ pre-money fully diluted shares. Conversion price = lowest of round, discount and cap prices.
- Post-money cap (simplified): the cap includes the converting amount, so ownership = amount ÷ cap and shares x solve x ÷ (shares + x) = amount ÷ cap. This treats it as the only converting security and ignores any new pool in the capitalisation.
- Ownership shown is x ÷ (pre-money shares + x), before the new round's money. Other SAFEs, MFN terms, pro-rata rights and legal definitions of "capitalisation" are not modelled.
Results are estimates based on the figures you enter. They are not guarantees and not financial advice.
How conversion prices are set
Early investors who put money in through a SAFE or convertible note usually receive shares later, at the next priced round. To reward them for the early risk, the instrument converts at the lowest of the round price, a discounted version of it, and a price derived from a valuation cap. A note also adds accrued interest to the amount that converts. The cap price depends on how the cap is defined: a pre-money cap divides the cap by shares before conversion, while a post-money cap fixes the holder's ownership at amount divided by cap. This page computes each price, the shares issued under each term, and the one that applies.