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Post-Money SAFE vs Pre-Money SAFE: What to Log So Ownership Does Not Drift
Post-money SAFE vs pre-money SAFE is two formulas and two shadow-cap-table rows, not one remembered percentage. Y Combinator’s post-money SAFE User Guide: Safe Price equals the Post-Money Valuation Cap divided by Company Capitalization, so ownership at the cap is Purchase Amount divided by that cap. The original (pre-money) SAFE uses a different Company Capitalization — other SAFEs and notes are out; the Equity Financing option pool increase is in — so a pre-money stack understates dilution if you treat every instrument as post-money. Valuation caps and discounts is the term walkthrough; this page is the flavor tag.
This is not legal, tax, or investment advice. Raziel Holdings, Inc. does not provide it. Read the signed SAFE.
Two formulas: ownership at the cap versus a moving pre-money stack
On a post-money SAFE, Y Combinator’s documents library and User Guide treat ownership sold as immediately calculable. Purchase Amount divided by the Post-Money Valuation Cap is the implied percentage at the cap. YC’s Quick Start: a $1 million raise targeting 15 percent sold is a ~$6.7 million post-money cap (~$5.7 million pre); $500k on that cap is ~7.5 percent. Two caps add: $500k at $5.5 million is ~9 percent and $500k at $8.3 million is ~6 percent, together ~15 percent. Post-money holders do not dilute each other. Each new post-money SAFE dilutes founders and other existing stockholders. The cap is “post” the SAFE money, not the Equity Financing money.
On the original pre-money SAFE, the valuation cap is the company immediately before the SAFE money. YC’s 2018 Standard Deal post: $1 million on a $10 million pre-money cap is “something around” 1 / (10 + 1) = 9 percent; another $1 million on the same form moves it to 1 / (10 + 1 + 1) = 8.3 percent, and the Series A option pool increase sits inside that pre-money valuation. YC’s investor section: $500k at a $4.5 million pre-money cap is not necessarily 10 percent — prior SAFEs, later SAFEs, and the pool increase produce a distribution of outcomes, not a locked line. The same $500k on a $5.5 million post-money cap locks ~9 percent until the priced round dilutes everyone.
Company Capitalization is why the two rows disagree
YC’s User Guide (B.4): when the cap path applies, Safe Price is the applicable valuation cap divided by Company Capitalization; shares equal the Purchase Amount divided by that Safe Price. The split is which securities sit in that denominator.
Both forms include outstanding Capital Stock, Outstanding Options, Promised Options, and the Unissued Option Pool that exists before the Equity Financing.
Original (pre-money) SAFE: the option pool increase adopted with the Equity Financing is included. Other SAFEs, convertible notes, and similar convertibles are excluded. Holders dilute one another. The percentage waits on the stack and on the pool increase negotiated years later.
Post-money SAFE: those converting securities are included. The Equity Financing option pool increase is excluded (except as needed to cover Promised Options that exceed the unissued pool). The implied percentage can be written the day you wire.
That is why a pre-money stack understates dilution if you log Purchase Amount / (cap + your check) and ignore later SAFEs. YC: the original form put ownership in a recursive loop of other original SAFEs plus a hypothetical Series A pool increase. If the company mixed both forms, YC’s practical tip (F.4) is that you have to run every outstanding SAFE. Tag the flavor. Do not collapse the stack into one percentage.
What to write on each shadow-cap-table row
One row per instrument. Do not overwrite a post-money implied percentage when a pre-money SAFE is issued later, or the reverse. Copy six fields:
Flavor. Post-money or original (pre-money). YC’s current US library ships the post-money forms; the 2013 instrument is the “original safe.”
Cap and type. The dollar figure and whether the form says Post-Money Valuation Cap or a pre-money cap.
Purchase Amount. Wired check, currency, date. Do not swap in a later follow-on.
Implied % at the cap. Post-money: write Purchase Amount divided by the Post-Money Valuation Cap now. Pre-money: write the first-pass fraction and mark it pending other convertibles and the Equity Financing pool increase. Do not convert either to shares without an as-of Company Capitalization or a term-sheet capitalization.
Denominator. Other SAFEs and notes: in (post) or out (pre). Equity Financing pool increase: out (post) or in (pre). Outstanding pool and Promised Options: in on both.
As-of and source. Issuer legal name, date, signed SAFE or locked export.
Recalc the post-money row when a new post-money SAFE is issued — founders and common move; your implied % at the cap does not. Recalc the pre-money row when any new convertible is issued and when the priced-round pool increase is known.
Log the flavor before the next SAFE lands
A workbook holds this if the two rows stay two rows. It fails when every SAFE is stored as check divided by cap and later paper silently eats the line.
Raziel’s startup valuation calculator is labeled pre-money and post-money for a priced-round frame. Raziel’s startup investment tracker is the book those instruments already sit on — cash dates, documents, cap tables, IRR and unrealized gains. Raziel does not issue the shares and does not give legal advice. Write the flavor the day you wire.
