Seedspace

Founder's reference

Raise early money knowing exactly what you are selling.

Pre-seed, seed and Series A explained with the arithmetic shown: how SAFEs and notes convert, what a term sheet really says, and what is left for the founders afterwards. Every worked example is checked against published figures.

Model your cap tableStart with the stages

Founder ownership of an example company: 90% at founding, 71.3% after two SAFE rounds, 52.4% after a Series AAt foundingFounders: 90.0%90.0%Option pool: 10.0%After SAFEsFounders: 71.3%71.3%Option pool: 7.9%SAFE investors: 20.8%20.8%After Series AFounders: 52.4%52.4%Option pool: 12.3%SAFE investors: 15.3%15.3%Series A investors: 20.0%20.0%FoundersOption poolSAFE investorsSeries A investors
One example company from founding to Series A: $500,000 of pre-seed SAFEs at a $6 million post-money cap, $2.5 million of seed SAFEs at $20 million, then a $10 million Series A at $40 million pre-money with a 10% option pool. Founders end with 52.4%. How the SAFEs convert →

Where are you raising?

All stages →
Stage Pre-seed The first outside money, usually raised before there is much product or revenue. It buys the evidence that makes a seed round possible. Stage Seed The round that turns early evidence into a repeatable business. Seed money usually funds a small team for long enough to reach Series A milestones. Stage Series A Usually the first priced round led by an institutional investor. It converts the earlier SAFEs and notes and sets the governance the company will live with.

The paper a round is written on

All instruments →
Instrument The post-money SAFE The standard instrument for early rounds in the U.S. Its cap is a post-money valuation, so the ownership you sell is simply the amount divided by the cap. Instrument The pre-money SAFE The original 2013 SAFE. Its cap is a pre-money valuation, and the ownership it buys depends on how much else is raised and on the next round's option pool. Instrument Convertible notes A loan that is meant to turn into shares. Interest and a maturity date make it behave differently from a SAFE, especially when the next round is late. Instrument Priced equity rounds In a priced round investors buy newly issued preferred shares at a set price per share. Everything else in the round flows from how that price is calculated.

Calculators

All calculators →

They run in your browser and send nothing anywhere. The engine reproduces 57 of 57 published worked examples, from YC's post-money SAFE guide and law-firm explainers (see validation).

Calculator Cap table and dilution simulator Add your SAFEs and notes, set the round, and see the price per share, each investor's conversion and the cap table after the round. Calculator SAFE vs note calculator The same check written three ways converts into different numbers of shares. This calculator puts them side by side. Calculator Runway and burn calculator How many months the money in the bank lasts, when it runs out, and when you should start raising the next round. Calculator How much to raise Size a round from the plan, not from a headline: what it costs to reach the milestones that justify the next round, plus a buffer for delays.

Term-sheet clauses that move money

The whole term sheet →
Term sheet Liquidation preference The clause that decides who is paid first when the company is sold. At modest exit values it matters more than the valuation. Term sheet The option pool and the shuffle When a new option pool is counted in the pre-money valuation, its cost falls entirely on existing holders. That can be worth more than a bump in the headline valuation. Term sheet Anti-dilution protection If a later round is priced lower, anti-dilution protection gives earlier preferred investors more shares on conversion. The formula decides how much more.

Process and public money

All guides →
Process guide Building your investor list Who invests at each stage, how to judge fit before the first meeting, where to find public information, and how to track and sequence the conversations. Process guide Due diligence What investors review at each stage, the problems that most often delay or kill an early round, and a checklist for fixing them before you start raising. Process guide · United States US securities law for founders Selling a SAFE, a note or shares is a securities offering that needs an exemption. Here are the federal rules founders rely on, the filings they trigger and the mistakes that cause trouble later. Public funding · United States SBIR and STTR Federal agencies pay small US companies to do research they need, without taking equity. The programs are large, slow and rule-bound, and eligibility depends on who owns your company.

How this site is written

Arithmetic you can check

Conversion maths follows the published conventions, and the engine is tested against YC's worked examples on every build. Results that disagree stop the build.

Official sources

Securities, tax and program rules are taken from the regulator's or program's own pages and dated. Each page lists its sources and when it was last reviewed.

No sales

No ads, affiliate links or sponsored placements, and no investment offers. Information, not legal, tax or investment advice. Methodology →