Bridge/Convertible Note Cap Table Impact Calculator

What This Calculator Does

The Bridge/Convertible Note Cap Table Impact Calculator helps you simulate how convertible notes or SAFEs convert during a priced equity round. By entering your financing terms and round details, you can instantly see the impact of these instruments on ownership percentages, share counts, and dilution. This tool is designed for founders, investors, and startup teams seeking a fast, clear view of post-money ownership after converting bridge notes or SAFEs.

How to Use This Calculator

1. Enter the principal amount of the outstanding Note or SAFE in the Note/SAFE Amount field.
2. Specify the Valuation Cap attached to the Note or SAFE, if any.
3. Input the Discount % (if applicable) that gives note holders a discount to the next round price.
4. Provide the Priced Round Pre-money valuation for the new financing round.
5. Enter the amount of New Money Raised in the new priced round.
6. Add the total Existing Common Shares outstanding before the round.
7. Review the calculated Conversion Price, the number of Shares Issued to Note holders, and the updated cap table showing Founders & Existing holders, Convertible Holders, and New Investors.

Definitions of Key Terms

Note/SAFE Amount

The principal balance of the convertible note or SAFE that will convert into equity in the priced round.

Valuation Cap

The maximum company valuation at which the note or SAFE will convert, granting holders a more favorable conversion price if the round is priced above the cap.

Discount %

The percentage reduction in share price that note or SAFE holders receive compared to new investors in the priced round.

Priced Round Pre-money

The company’s valuation immediately before the new money is invested in the priced equity round.

New Money Raised

The total amount of new capital being invested in the priced round, excluding the conversion of notes or SAFEs.

Existing Common Shares

The number of shares outstanding prior to the conversion of notes/SAFEs and the new round.

Conversion Price

The price per share at which the note or SAFE converts, based on the best terms for holders (either valuation cap, discount, or round price).

Shares Issued to Note

The number of new shares issued to convert the outstanding note or SAFE, based on the conversion price.

Founders & Existing

The updated share count and ownership percentage of founders and any other existing shareholders after the conversion and new investment.

Convertible Holders

The number of shares and resulting ownership percentage held by former note or SAFE holders after conversion.

New Investors

The number of new shares issued and ownership percentage for investors participating in the new priced round.

Calculation Methodology

Calculate the Priced Round Share Price:
    Share Price = Priced Round Pre-money / Existing Common Shares

Calculate Discounted Price:
    Discounted Price = Share Price x (1 - (Discount % / 100))

Calculate Cap Price:
    Cap Price = Valuation Cap / Existing Common Shares

Determine Conversion Price:
    Conversion Price = lower of (Share Price, Discounted Price, Cap Price)

Calculate Shares Issued to Note:
    Shares Issued to Note = Note/SAFE Amount / Conversion Price

Calculate Shares Issued to New Investors:
    Shares to New Investors = New Money Raised / Share Price

Update Cap Table:
    New Total Shares = Existing Common Shares + Shares Issued to Note + Shares to New Investors

Calculate Ownership % for each group:
    Founders & Existing % = Existing Common Shares / New Total Shares
    Convertible Holders % = Shares Issued to Note / New Total Shares
    New Investors % = Shares to New Investors / New Total Shares

The calculator evaluates all possible conversion prices available to the note or SAFE holders—using the valuation cap, the discount, or the round price—and automatically selects the most favorable (lowest) price. This process ensures a realistic simulation of cap table outcomes and post-money ownership stakes.

Practical Scenarios

• Founders planning a Series A: Visualize how different valuation caps or discounts on your outstanding notes or SAFEs will affect dilution and post-round ownership before negotiating terms with new investors.
• Investors evaluating conversion outcomes: Quickly compare how their investment will convert under different pre-money valuations, caps, and discount rates to assess share allocation.
• Startup teams modeling employee impact: Forecast how the conversion of bridge notes will impact the founder and employee pool, helping plan for option pool top-ups or new grants.
• Board discussions on round structuring: Simulate different fundraising scenarios, including multiple outstanding notes, to understand dilution effects for all parties.

Advanced Tips & Best Practices

• Always check both the valuation cap and discount terms—notes or SAFEs will convert at the most favorable price for holders, and the difference in outcomes can be significant.
• If your company has multiple convertible instruments with varying terms, run calculations separately for each to gauge combined dilution effects and consider their aggregate impact.
• When modeling scenarios, factor in any planned increases to the option pool, as these shares are typically added pre-money and can further dilute founders and early holders.
• Double-check that you are excluding accrued interest unless specifically converting it, as most simple notes and SAFEs do not accrue interest but some do.
• Use realistic inputs for pre-money valuation and new money raised—over-optimistic numbers can understate potential dilution.

Frequently Asked Questions (Optional)

Does this calculator work for both convertible notes and SAFEs?

Yes, this calculator supports both convertible notes and SAFEs, as long as you input the appropriate amount, cap, and discount terms. The methodology is the same for both instrument types.

How does the calculator handle multiple notes or SAFEs?

If you have several convertibles with different terms, run the calculator separately for each, then sum the resulting shares and ownership percentages for a combined view. For a full multi-class simulation, consult your legal or finance team.

Are option pools or warrants included in the calculation?

This calculator focuses on the conversion of notes/SAFEs and new investor shares. If you need to factor in option pool increases or other instruments, adjust the Existing Common Shares or consult a detailed cap table tool.