Convertible Note and SAFE ModelFree Financial Model Download
Track SAFE and note conversions with valuation caps, discounts, and pro forma cap tables at each funding round. Model conversion outcomes under different Series A prices, maturity events, and acquisition scenarios to understand dilution before signing.
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About this model
This convertible note and SAFE model projects early-stage company funding rounds and tracks how convertible instruments (SAFEs and convertible notes) convert into equity at each priced round. It models the cap table evolution across seed, Series A, Series B funding, showing dilution to founders and early investors as new capital is raised and convertibles convert at the priced round valuation. The model calculates IRR and MOIC for each investor cohort based on their entry valuation, conversion terms (valuation cap, discount rate), and eventual exit valuation.
The model includes a sources-and-uses statement for each funding round; a pro forma cap table (fully diluted) at each closing showing share counts and ownership percentages; a trigger analysis showing when conversion occurs (priced round, time-based maturity, acquisition); and conversion math comparing the cap-capped vs. discount-capped valuation for each instrument. A returns waterfall prioritises payment on exit: safe holders and note holders convert into preferred stock, which then receives preferred return before common equity distribution. Sensitivity tables show how holder returns vary with exit valuation and pre-seed cap assumptions.
This model is used by founders and startups planning capital raises and understanding future dilution; early-stage investors and syndicates evaluating SAFE and convertible note terms; and venture debt providers modelling conversion probability and equity upside. It clarifies the complex conversion mechanics that often confuse entrepreneurs evaluating term sheets.
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Formatted to IB standards.
Named theme colors repaint the whole workbook in one click, on top of an investment-banking structure with blue inputs, black formulas, and green cross-sheet links.
- Brand-ready
- Institutional grade
- Fully auditable
What's included
- SAFE and convertible note terms: discount rate, valuation cap, maturity
- Conversion trigger modeling: priced round, maturity, and acquisition
- Equity round pricing and pre-money valuation
- Post-conversion cap table and dilution waterfall
- Holder economics and IRR by funding scenario
Trigger scenario modeling across outcomes
Model conversion outcomes under different Series A prices, maturity events, or acquisition scenarios to understand investor economics before the round closes.
Cap table progression through rounds
Track founder, advisor, employee, and investor ownership through multiple rounds including SAFE and note conversions at each step.
SAFE terms versus straight equity comparison
Show how valuation cap and discount affect investor returns relative to straight equity at different exit prices so founders can negotiate from a position of clarity.
Frequently asked
What is a SAFE?+
A SAFE (Simple Agreement for Future Equity) is a convertible instrument that converts at a Series A or qualifying event, typically with a valuation cap and an optional discount rate.
How does the valuation cap work?+
The valuation cap sets a maximum effective pre-money valuation at conversion. A lower cap benefits the investor by locking in a lower implied price.
What is the difference between a SAFE and a convertible note?+
A convertible note is debt with a maturity date and interest that converts into equity. A SAFE is not debt and has no maturity or interest, making it simpler for early-stage deals.
What happens if the company is acquired before Series A?+
The model covers multiple payoff scenarios: fully diluted basis conversion, preferred equivalence, or cash multiples, so you can negotiate acquisition terms with full visibility.
Who uses SAFE and convertible note models?+
Founders, seed investors, VCs, and corporate development teams use them for pre-seed fundraising, cap table planning, and M&A exit scenario analysis.
Alex Tapio
Founder of Finamodel • Professional Financial Modeller • Ex-Deloitte
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