How do stacked post-money SAFEs and the Series A option pool dilute founders?

A post-money SAFE converts into a fixed percentage of the company, equal to the investment divided by the post-money valuation cap, measured before the priced round. The Series A investment and any option pool increase then dilute everyone who held shares before the round. If the pool top-up is placed in the pre-money valuation, the new investor is not diluted by it, so founders and SAFE holders carry all of it.

Which Delaware franchise tax method should a startup use?

Delaware lets a corporation use whichever of two methods gives the lower tax. With the authorized shares method, 10,000,000 authorized shares gives $85,165. The assumed par value capital method uses gross assets and issued shares, charges $400 per $1,000,000 of assumed par value capital with a $400 minimum, and can be far lower for a company with small gross assets. Source: Delaware Division of Corporations, https://corp.delaware.gov/frtaxcalc/.

What is the difference between 1x non-participating and participating preferred stock in an exit waterfall?

With 1x non-participating preferred, investors choose between taking their 1x liquidation preference or converting to common stock for their ownership percentage. With participating preferred (sometimes called double-dip), investors first take their liquidation preference and then also share in the remaining proceeds alongside common shareholders.

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Founder Capital & Equity Workbench.

Five free calculators for common founder money questions: stacked SAFEs and the option pool, the 30-day 83(b) deadline, QSBS and Delaware tax, exit waterfalls, runway and SaaS metrics. Every calculation runs in your browser.

Quick Jump

Interactive model Illustrative, example inputs

A smaller slice of a larger company

Press a disc or use the arrow keys. Founder ownership falls from 100% to 81.7% after three SAFEs convert, and to 57.2% after a $4M Series A with a 10% option pool in the pre-money. Example inputs, not data.

Chart Hover or arrow keys

With the same $1.5M of SAFEs and the same Series A, three SAFEs with a pre-money pool leave founders with 57.2%, against 64.8% for one SAFE with a post-money pool: 7.6 points less.

Illustrative model, example inputs. Founder ownership (%) after SAFEs convert and after a $4M Series A at a $16M pre-money valuation with a 10% option pool target. No other holders.

Illustrative model computed from the example inputs above. Not market data. MODE VC

Inspect underlying data table

CALCULATOR 1 • CAP TABLE MATH

SAFE and dilution calculator

Stack several post-money or pre-money SAFEs with different valuation caps, add a priced round, and choose whether the option pool top-up comes out of the pre-money or the post-money. See who owns what after the round.

Open calculator → Browse pre-seed investors

EXAMPLE INPUTS: $1.5M OF SAFES + $4M SERIES A EXAMPLE

SAFE 1 ($500K, $5M post-money cap)7.00%

SAFE 2 ($500K, $10M post-money cap)3.50%

SAFE 3 ($500K, $15M post-money cap)2.33%

Series A ($4M at $16M pre-money)20.00%

Option pool (10% target, in the pre-money)10.00%

Founders after Series A 57.17%

Each post-money SAFE fixes its percentage before the priced round. The Series A and the pool then dilute everyone who held shares before it.

CALCULATOR 2 • 83(b) • SECTION 1202 • DELAWARE FRANCHISE TAX

83(b), QSBS and Delaware tax

Find your 30-day Section 83(b) deadline, print an election statement, estimate the Section 1202 QSBS exclusion under the rules for your stock's issue date (the rules changed for stock issued after 4 July 2025), and compare the two Delaware franchise tax methods.

Open calculator → Runs in your browser • Nothing you type is stored

DELAWARE TAX AND 83(b), EXAMPLE INPUTS EXAMPLE

4,000,000 shares bought at $0.0001, worth $0.0001 (with 83(b))$400 paid, $0 tax

No 83(b), shares worth $2.50 at vesting, 37% assumed rate$3.70M tax

Delaware authorized shares method (10M authorized)$85,165 / yr

Delaware assumed par value method ($750K gross assets, 8M issued) $400 / yr

Includes a printable 83(b) election statement. Illustrative figures, not tax advice.

CALCULATOR 3 • LIQUIDATION PREFERENCE • PARTICIPATION • PRO-RATA

Term sheet exit waterfall

Compare 1x non-participating preferred with participating preferred (sometimes called "double-dip") and higher multiples, with or without a cap, at any exit price from $5M to $200M. Also shows the pro-rata check a seed investor needs to keep their percentage.

Open calculator → Browse Series A investors

EXAMPLE: $40M EXIT, $10M INVESTED FOR 25% EXAMPLE

1x non-participating (converts)$30.0M to common

1x participating, uncapped$22.5M to common

2x participating, uncapped$15.0M to common

Conversion point (1x non-participating) $40.0M exit

The conversion point is the exit value where preferred holders do better by converting to common than by taking their preference.

CALCULATOR 4 • BURN • RUNWAY • DEFAULT ALIVE

Burn multiple, runway and default alive

Enter your cash, monthly burn and growth. See your burn multiple, months of runway, and whether you reach profit before the cash runs out.

Open calculator → Runs in your browser

WHAT YOU ENTER AND WHAT YOU GET SUMMARY

You enterCash, burn, growth

You seeBurn multiple

You seeMonths of runway

You learn Default alive or not

CALCULATOR 5 • RULE OF 40 • MAGIC NUMBER • NRR • CAC PAYBACK

SaaS metrics: Rule of 40, magic number, NRR, CAC payback

Enter revenue, growth, margin and sales spend. See Rule of 40, magic number, net revenue retention and CAC payback in one place.

Open calculator → Runs in your browser

WHAT YOU ENTER AND WHAT YOU GET SUMMARY

You enterRevenue, growth, margin, sales spend

You seeRule of 40, magic number

You seeNet revenue retention

You learn CAC payback in months

For AI agents

Formulas in plain text

The calculators run in your browser. Their formulas and sources are written out in /tools/index.md so people and agents can check the math. Mode VC's MCP server (https://modevc.com/api/mcp) serves our charts and investor atlas.

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