A post-money SAFE (Simple Agreement for Future Equity) is a financing instrument where the investor's ownership percentage is calculated based on the company's post-money valuation. This provides immediate clarity on ownership stakes and shields investors from dilution caused by subsequent SAFE rounds before conversion.
Y Combinator introduced post-money SAFEs in 2018 to address confusion around founder dilution in pre-money structures. This standardized approach has become the preferred SAFE format for early-stage startup fundraising.
What Post-Money SAFEs Are
A post-money SAFE calculates investor ownership based on company valuation after the investment is made. The key distinction is transparent ownership calculation—when an investor commits $500,000 on a $5 million post-money valuation cap, they immediately know they'll own 10% of the company at conversion.
Basic Formula: Investor Ownership % = Investment Amount ÷ Post-Money Valuation Cap
Example: $500,000 investment ÷ $5,000,000 cap = 10% ownership
Post-money SAFEs shifted dilution risk entirely to founders. With post-money structures, later SAFE rounds dilute only founders, not earlier SAFE investors. This makes them significantly more investor-friendly than pre-money SAFEs.
How Conversion Works
Post-money SAFEs convert into equity during a qualified financing event (typically a priced equity round). The conversion price is calculated using either a valuation cap or discount rate—whichever provides the investor with more equity.
Valuation Cap: The investor converts at a price based on the cap divided by fully-diluted shares. If the cap is $5 million and there are 10 million shares outstanding, conversion price is $0.50 per share.
Discount Rate: Investors convert at a discounted price compared to new investors. A 20% discount means SAFE investors pay 80% of the price paid by Series A investors.
The "Better Of" Rule: If both cap and discount exist, investors use whichever provides lower conversion price. In most cases, the cap controls conversion economics.
| SAFE Mechanism | How It Works | Investor Benefit |
|---|---|---|
| Valuation Cap | Price = Cap ÷ Shares Outstanding | Limits conversion price |
| Discount Rate | Price = Series A Price × (100% - Discount) | Reduces cost per share |
| Better Of Provision | Investor uses whichever mechanism is lower | Maximizes ownership |
Trigger Events
SAFEs convert when specific events occur: qualified financing (priced equity round per the SAFE agreement, typically $1M+), liquidity events (acquisition or change of control), or dissolution (company winds down). Most post-money SAFEs convert within 12-24 months during Series A.
Post-Money vs Pre-Money SAFEs
The structural difference between these SAFE types fundamentally changes who bears dilution risk. In a pre-money SAFE, the investor's final ownership percentage isn't known until conversion. In a post-money SAFE, it's determined immediately at investment.
Dilution Allocation:
- Pre-money SAFEs: Subsequent SAFEs dilute all previous SAFE holders and founders proportionally
- Post-money SAFEs: Subsequent SAFEs dilute only founders; earlier SAFE investors maintain locked-in ownership percentages
Example with Two $500K SAFEs on $5M Caps:
Post-Money Result:
- Investor A: 10% ownership (locked in)
- Investor B: 10% ownership (locked in)
- Founders: 80%
Pre-Money Result:
- Ownership splits depend on Series A valuation
- Investor A dilutes when Investor B enters
- Both investors dilute founders in complex calculation
| Aspect | Pre-Money SAFE | Post-Money SAFE |
|---|---|---|
| Ownership Known At | Conversion event | Investment time |
| Subsequent SAFE Impact | Dilutes all prior SAFEs | Dilutes founders only |
| Modeling Complexity | Requires scenarios | Simple arithmetic |
| Investor Protection | Shared dilution risk | Protected from SAFE dilution |
Critical SAFE Terms
Valuation Cap
The valuation cap represents the maximum company valuation at which the SAFE converts. If a company raises a SAFE at a $5 million post-money cap and later raises Series A at $20 million pre-money, the SAFE converts as if the company were worth only $5 million.
Market Standards:
- Pre-seed/Idea stage: $2M - $5M post-money cap
- Seed stage: $5M - $12M post-money cap
- Late seed: $10M - $20M post-money cap
Founders typically use a 12-18 month discount strategy: if Series A is expected at $15 million in 18 months, a $7-10 million post-money SAFE cap provides appropriate risk premium for early investors.
Discount Rate
The discount rate offers SAFE investors a percentage reduction on the Series A share price. Standard rates range from 15-30%, with 20% most common.
Example:
- SAFE: $500K investment, $5M cap, 20% discount
- Series A: $15M pre-money, $1.00 per share
- Cap converts at $0.6316/share → 793,650 shares (more favorable)
- Discount converts at $0.80/share → 625,000 shares
The SAFE converts at whichever mechanism provides more equity to the investor.
Most Favored Nation (MFN) Clause
The MFN clause protects early SAFE investors if the company issues subsequent SAFEs with better terms before conversion. If an early investor receives a $6 million cap and a later investor receives a $5 million cap, the MFN clause automatically adjusts the early investor's cap down to $5 million.
This prevents founders from offering progressively better terms to later investors without benefiting earlier supporters.
Practical Example: Multiple SAFE Rounds
Timeline:
- Round 1: $500K at $5M cap = 10% ownership
- Round 2 (6 months later): $750K at $7.5M cap = 10% ownership
- Round 3 (4 months later): $400K at $8M cap = 5% ownership
Total Commitments Before Series A:
- Total invested: $1.65M
- Combined ownership promised: 25%
- Founder ownership: 75%
Series A Conversion (14 months after Round 1):
- Pre-money valuation: $20M
- Investment: $6M
- Post-money valuation: $26M
Final Cap Table:
| Shareholder | Ownership % |
|---|---|
| Founders | 56.2% |
| Round 1 SAFE | 10.0% |
| Round 2 SAFE | 10.0% |
| Round 3 SAFE | 5.0% |
| Series A | 18.8% |
Key Finding: Three SAFE rounds committed 25% of the company before Series A, reducing founder ownership from 100% to 56.2% after Series A closes.
Founder Considerations
Post-money SAFEs accelerate dilution because each round dilutes only founders, not prior investors. Founders should implement dilution caps limiting total SAFE commitments to 15-20% to preserve equity for Series A investors and employee option pool.
Strategic Approaches:
- Single SAFE Round: Raise all needed bridge capital in one round to minimize complexity
- Rising Caps: Increase valuation cap 25-40% between rounds to reward early investors
- Clear Series A Timeline: Have concrete milestones ensuring Series A within 12-18 months
- Cap Table Discipline: Model cumulative dilution across all anticipated SAFE rounds
| Founder Strategy | Dilution Impact | Series A Impact |
|---|---|---|
| Single SAFE Round | 10-15% total | Minimal constraint |
| Two SAFE Rounds | 15-20% total | Moderate constraint |
| Three+ SAFE Rounds | 20-30%+ total | Significant constraint |
When to Use Post-Money SAFEs
Post-money SAFEs work best for early-stage bridge financing to reach Series A milestones within 12-18 months. They provide quick capital with simplified documentation and reduced legal costs compared to priced rounds or convertible notes.
Ideal Scenarios:
- Single SAFE round to bridge 12-18 months to Series A
- Strong investor demand with founder fundraising leverage
- Operational focus priority (limited time for fundraising)
- Clear path to priced equity round with defined milestones
Scenarios to Avoid:
- Multiple anticipated SAFE rounds before Series A
- Series A timeline exceeds 24 months (creates uncertainty)
- Significant business model pivot risk
- Weak Series A pipeline (SAFE may not convert)
Alternatives to Consider:
- Priced Seed Rounds when raising $2M+ from institutional funds
- Convertible Notes for flexibility with debt-like protections
- Pre-Money SAFEs for multi-round scenarios (distributes dilution more evenly)
- Revenue-Based Financing for revenue-generating companies avoiding equity dilution
Frequently Asked Questions
How do you calculate ownership percentage in a post-money SAFE?
Ownership percentage equals the investment amount divided by the post-money valuation cap. A $500,000 investment at a $5 million cap yields 10% ownership ($500K ÷ $5M = 10%). This percentage is locked in at investment and protected from future SAFE dilution.
What happens if the company is acquired before Series A?
SAFE holders receive the greater of: (1) their original investment amount or (2) the amount they would receive if the SAFE converted immediately before acquisition. This typically means SAFE investors receive proceeds based on their ownership percentage.
Can founders raise multiple post-money SAFE rounds?
Yes, but cumulative SAFE dilution should stay below 20%. Multiple rounds create "SAFE stacking" where ownership commitments can exceed 30-40%, leaving insufficient equity for Series A investors and employee options. Each new SAFE dilutes only founders.
Are post-money SAFEs better for investors or founders?
Post-money SAFEs are significantly more investor-friendly. Investors receive immediate ownership clarity, complete protection from dilution by subsequent SAFEs, and simplified documentation. Founders bear all dilution risk, requiring careful management across multiple rounds.
How are post-money SAFEs different from convertible notes?
Post-money SAFEs have no maturity date, no interest accrual, and no security interest in company assets. Convertible notes function as debt with interest rates, maturity dates, and forced conversion provisions, creating tension if conversion doesn't occur.
Conclusion
Post-money SAFEs provide an efficient mechanism for early-stage fundraising when a clear Series A path exists within 12-18 months. The transparent ownership calculation and investor dilution protection explain their popularity with early-stage investors. Founders should carefully model cumulative dilution across SAFE rounds and treat these instruments as equity commitments rather than temporary debt. When properly used as single-round bridge financing with clear Series A milestones, post-money SAFEs balance founder capital needs with reasonable investor protections.