Cap table and SAFE conversion calculator

Enter the existing holders, the post-money SAFEs and notes, and the priced round. The calculator prices every instrument on the lower of its cap price and its discounted round price, solves the option pool top-up and the round price in closed form, and shows the pro forma table and a 1x non-participating preference exit. Same two-pass method as the Bindler workbook, checked against it to the cent. Free, nothing leaves your browser.

Existing holders (shares)

Holder	Shares

Existing option pool (unissued shares)

Post-money SAFEs

Name	Amount	Post-money cap	Discount (0 to 1)

Cap price = cap divided by company capitalisation (existing shares plus all SAFE shares), the post-money definition.

Convertible notes

Name	Principal	Accrued interest	Cap	Discount (0 to 1)

Note cap price = cap divided by existing shares, the usual pre-money note definition.

The priced round and the exit

Pre-money valuation

New money raised

Post-money option pool target Share of the post-money fully diluted table, e.g. 0.10

Exit value

Preference multiple on the new round

The workbook: the same model with live formulas, a Guide and every step shownCap Table with SAFE and Convertible Note Conversion, $39: inputs, conversion mechanics, pro forma cap table, exit waterfall, all auditable in Excel.

See the workbook

Method: pass 1 prices every SAFE and note on its cap and solves the round price and pool top-up in closed form; pass 2 applies the discount test (lower of cap price and discounted round price) using the pass-1 round price and re-solves. The price change between passes is shown; it is zero when no discount binds. Exit: the new round takes the greater of its preference (multiple times new money) and its as-converted share; everyone else shares the rest pro rata; options are treated as exercised at zero strike for simplicity. Not legal or investment advice; check the actual instrument terms, which vary.