Two SAFEs can produce different conversion results even where the headline investment amounts are similar. Review each instrument’s definition of company capitalisation and conversion mechanics before presenting the dilution model.
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Do not apply one online calculator to every agreement. The signed documents and the proposed financing terms determine what should be modelled.
Compare definitions side by side
Identify the instrument version, investment amount, valuation cap, discount if any and conversion event. Record how outstanding options, reserved pools, other converting instruments and new-money shares are treated.
Keep defined terms exactly linked to the relevant agreement. “Pre-money” and “post-money” labels are not sufficient if the actual definitions or amendments differ.
Example: the option-pool expansion changes the model
A new investor requests a larger option pool before closing. One SAFE calculation may include specified options or a pool differently from another. Ask legal and financial advisers to reconcile the contracts before presenting a single ownership percentage.
Prepare an auditable workbook
- Existing issued shares by class and holder.
- Options granted and proposed pool changes.
- Each SAFE’s investment and conversion provisions.
- Other instruments converting in the same round.
- New-money price and share class.
- Rounding and allocation assumptions.
Use separate input cells for contractual facts and scenario assumptions. Show formulas and retain the source document for every material input.
Test the financing event itself
Check whether the proposed transaction meets each SAFE’s trigger. A small bridge investment, secondary share sale or different security should not be assumed to qualify automatically.
Where the documents are ambiguous or a change is proposed, obtain legal advice and the required approvals. Do not silently substitute terms from a newer template.
Reconcile the final documents and filing
Once the transaction is agreed, compare the final conversion schedule with resolutions, subscription papers and the updated cap table. Review ACRA’s share allotment guidance for the actual issue process.
Keep investor identities and share numbers consistent across the executed records. A model remains a model until the relevant transaction is completed.
Is a valuation cap a guaranteed ownership percentage?
Read the contract and model its definitions. Avoid promising a percentage from the headline alone.
Can different SAFE versions be combined into one calculation?
Only after their mechanics have been individually understood and reconciled.
Related shareholder resources
Read our company constitution guide, subscription completion checklist and deed of adherence review.
Get help with the transaction
For corporate records and share transaction support, email [email protected] or WhatsApp +65 8501 7133. Legal advisers from our associated law firms can assist with investment documents, shareholder agreements and disputes. Accounting and tax advisers can review the financial treatment.